The Gathering Storm
by Kenya Starflight
Summary: Crossover with Pixar's Cars, sequel to "The Unexpected Rookie." The Autobots return to Radiator Springs for Lightning McQueen's wedding... but the Decepticons choose now to escalate their war and forge an unlikely alliance.
1. Chapter 1

**The Gathering Storm**

_Dedicated to the memories of George Carlin (voice of Fillmore, 1937-2008) and Paul Newman (voice of Doc Hudson, 1925-2008). 'Til all are one._

_Transformers belong to Hasbro, Cars characters belong to Disney/Pixar._

This takes place about a year after the events of The Unexpected Rookie and two years after the events of Cars. In the G1 universe, this falls sometime before the 1986 movie, though characters from the movie do show up here.

One of the hardest things about writing Cars fanfic? None of the characters have hands. So one has to get creative when figuring out how they'd manipulate the world around them. Mater has his tow cable, Guido has his forklift tines, Red has his firehose, etc. Ramone seems to have something hooked up to his axle that allows him to hold a paint-gun. Also, at a couple points in the movie we see characters using their radio antennaes to manipulate objects. It's a challenge, so forgive me if parts of this fic come out a little awkward because of it...

**Chapter 1**

Optimus Prime glanced up from his filework as a resounding BOOM echoed through the corridors of the Ark, making the very walls vibrate with the impact. Loud noises of this nature were fairly common within the base, though whether they were cause for concern depended entirely upon their source. A Decepticon attack or infiltration wasn't likely, as the alarms hadn't been set off. Wheeljack's lab was located on the far side of the Ark, too far for any lab accidents to be audible here. The Dinobots were in the middle of a training exercise in the forest, so they couldn't be blamed for this...

Voices drifted through the office door, finally identifying the source of the noise.

"Fraggit, that's the fifth time!"

"Sides, check my rear fender, do I have orange streaks in my paint?"

"Who cares? Primus, how does Mater do this backwards driving thing? He makes it look so easy..."

"Because he's a fraggin' lunatic, that's why."

"C'mon, let's get out of here before Prime comes out and sees us."

Prime chuckled softly as the Lamborghinis drove off, probably leaving behind skid marks and dents in the walls. Grapple would have a fit when he next visited this section of the Ark for maintenance.

He continued browsing through the stacks of datapads on his desk, sorting them according to priority. Filework was tedious, but it was a welcome respite from the battlefield. Or from playing ringmaster to the circus that was the Autobot army on Earth, a motley collection of mechs from every walk of life on Cybertron, united by one cause only -- defending Earth and its citizens from Megatron's cruelty. Such a cause was usually enough to encourage the Autobots to work together in the midst of a battle... but once off the battlefield and inside the base, all bets were off.

A rap on the door broke into his thoughts. "Come in."

The door hissed open to admit Ironhide, a scowl on his face. "Sideswipe an' Sunstreaker just ran Gears over."

Prime groaned. "Again?"

Ironhide nodded. "They're still tryin' t' copy that backwards-drivin' stunt that tow truck was teachin' 'em back in Radiator Springs," he explained. "Claim they didn't even see Gears. Or Tracks, for that matter..."

"They ran Tracks over?"

"Naw, but swiped his legs good. Fraggin' city boy's throwin' a hissy fit now, complainin' about ruined paint an' all. Why'd we recruit 'im anyway, one vain snob's enough fer this crew..."

"Tracks may be a little self-centered, Ironhide, but his spark is in the right place," Prime reminded him. "And he is one of our few aerial combatants. That's worth putting up with some of his eccentricities."

Ironhide blew a gusty sigh through his vents. "A'right, but what about th' twins? How d'ya want me t' deal with them?"

"It sounds like those two have too much pent-up energy," Prime noted. "Tell them to report outside for a special mission, one I think they'll be ideally suited to. Then tell the Dinobots they have a few new sparring partners."

Ironhide's optics brightened in disbelief, then a wickedly approving smile appeared on his faceplate. "That's evil, Prime. Yer a genius." He gave an OK sign with his thumb and forefinger, then strolled out of the office, humming to himself. Prime recognized the tune as one that he'd picked up from Lizzie back at Radiator Springs and had to chuckle.

Speaking of Radiator Springs... the last datapad he picked up to sort bore a message from the town. Or more appropriately, from the town's gruff judge, Doc Hudson. Rather than sort this into one of his piles, Prime activated it and scanned the contents:

_Dear Prime,_

_It's been awhile since I've written last. I hope this letter finds you in the best of health and with your sanity still intact. Though if I know some of your soldiers by now, that sanity's being sorely tested..._

_I'm writing to inform you that Lightning McQueen and Sally Carrera have set a date for their wedding -- July 17th of this year, at 1800 hours, with a reception following immediately after. And they've asked that you and as many of your soldiers as you can spare attend the ceremony. Lightning wants to extend a special invitation to Hot Rod, and to request that Rod serve as his best man in the ceremony._

_Let us know if you and any of your troops are able to attend. And do try to get us an exact guest list as soon as possible. If Wheeljack, the Lamborghinis, or the Dinobots plan on coming, we want to take extra precautions._

_Best of luck to you in all you do._

_Sincerely,_

_Dr. Hudson Hornet_

Prime smiled a little behind his mask as he set the datapad aside in the "urgent" pile. Once he completed a bit more of his filework he would go ahead and make the announcement regarding Lightning's wedding. He had a feeling that almost everyone in the base would be clamoring to go, and the difficult part would be choosing who had to stay behind and guard the base against a possible Decepticon invasion.

It had been only a year since the Autobots revealed their identities to the citizens of Radiator Springs -- while Prime and his company worked closely with the government on a regular basis, their identities as "robots in disguise" were kept as hidden as possible from the general public. And yet it seemed as if Doc Hudson, Lightning McQueen, Tow Mater, and the rest of the town's eccentric inhabitants had been close friends for a long time. The Autobots visited the town as frequently as they could on their way to and from important meetings or skirmishes with the Decepticons, and kept in regular contact between visits as well. Lightning and Mater even paid the Ark a visit at one point on the way to the Lightyear 300 in Seattle, a visit that eventually culminated in a wild race through the corridors and landed several mechs in the repair bay or the brig.

Such a close relationship with the town was not without its dangers, however. Just a few weeks after last year's Dinoco race, Sheriff called Prime to inform him that Laserbeak had been spotted hanging around the town hall, no doubt snooping for information. Ever since then, Prime assigned Teletraan-1 and Sky Spy to keep a close watch on Radiator Springs, and whenever he could spare them he stationed a few troops there to keep a close optic on matters. He knew Megatron was not one to drop a grudge, and after his humiliation at the hands of McQueen's crew at the last Dinoco race, it wasn't a question of iif/i the Decepticons would launch an attack of some kind against the town, but iwhen./i So far there hadn't been so much as a wingtip of a Decepticon attacker spotted... but Prime was not about to let his guard down.

And with Lightning and Sally's wedding drawing close, and the inevitable publicity the event would draw... Prime would be a fool not to ensure a large Autobot presence.

Once he had cleared off his desk and assigned everything to the appropriate piles, he retrieved Doc Hudson's letter and began drafting a reply:

_Doc,_

_I am functioning well, and so are my crew -- with the possible exception of Sideswipe and Sunstreaker in the near future, but they will recover. It's good to hear from you again._

_Pass my personal congratulations on to Lightning and Sally, and let them know that we would be happy to attend the wedding and reception. We have yet to form a complete list of attendees, but I will inform you as soon as I have one. I will inform Hot Rod of Lightning's request, and although I'm fairly certain the answer will be a resounding YES, I will leave the decision and response up to him._

_Take care, Dr. Hudson, and please continue to keep us informed. We can't be too careful, after all._

_'Til all are one,_

_Optimus Prime_

He punched the "Send" button on the datapad to transmit the message to Doc's e-mail address, then set it aside. Once he got a bit of the more important filework out of the way, he would make the announcement to his crew. Then they would see about drafting what would surely be a formidable guest list.

* * *

Chick Hicks grunted in surprise as his left fender thumped against the doorway. Funny, he hadn't remembered the door to his house being so dang narrow before... But then again, the high-octane he'd developed a taste for tended to mess with his depth perception something awful. Not to mention his steering, which was currently sloppier than a rookie's on a grease-covered track.

He pulled back, corrected himself, and attempted the doorway again... then cursed loudly as his right fender hit the other side of the doorway. Well, there were already a lot of green paint streaks in the doorway, so he supposed a few more wouldn't be noticed. Not that Maggie-May had much of an eye for detail...

"Maggie!" he bellowed, finally easing his chassis through the doorway and puttering into the house, his engine rumbling drunkenly. "Dang it, woman, help me out here..."

No answer. Chick swore again and pulled forward, finally clearing the doorway. What a night. His engine throbbed painfully with the beginnings of what would surely be a nasty hangover, and his side panels were riddled with dents and scratches from that barfight he'd picked with a couple of imports an hour ago. Dang young punks hadn't even recognized him for who he was -- Chick Hicks, former Piston Cup champion, star of the racing circuit, the idol of millions of dreamy fangirls and the envy of every turbo-revving rookie who dreamed of competing on the racetrack...

Okay, so maybe that was exaggerating things a bit. Or a lot. Despite earning the prized Piston Cup, he'd been passed over for the Dinoco sponsorship -- Tex crisply informed him that "there's a lot more to racin' than winnin', and we want the face of a PROPER champion on our products, thank you." His fanbase had splintered apart after he'd won the Piston Cup two years ago, and after last year's upset, they'd been driven away almost entirely. Oh, he still occasionally received a letter from a devoted fan, a spot of hope in a sea of hate mail and mocking riffs, but those were few and far between anymore. He could count on the lugnuts of one tire the number of fan letters he'd received in the past month and he had no reason to expect that even another Piston Cup could win back his fanbase.

And to top things off, just that afternoon his crew chief had called with a brief but brutal message:

_"You didn't show up for practice today, Chick. Don't bother making up another excuse for it -- you're fired."_

_"You can't fire me! I've got a contract!"_

_"Consider your contract run out, then. Hostile Takeover Banks just found itself a new racer to sponsor today -- Dirk Weathers. Maybe HE can improve this crew's image on the track... and maybe he'll actually think to show up when he's expected, huh?"_

Replaced... replaced by McQueen's own student... and as if to add insult to injury, by Strip "The King" Weathers' son to boot!

So here he was, a washed-up racetrack star, out getting himself drunk on a Saturday night and putting off the return home, and the expected earful from Maggie-May, for as long as possible.

He pulled into the kitchen to see the yellow Camaro busying herself with something on the table. He grinned a little as he eyed her sleek, shining frame. Well, he still enjoyed ONE perk from his former glory -- Maggie-May Girder, former president of his fanclub, now his girlfriend. She'd stood by his side through the highs and lows of his career (especially the lows) and publically defended him from the jeers and criticism of the press and public. Even when videos of his spectacular crash at last year's Dinoco had become a YouTube sensation ("Karma PWNs Chick Hix!" would dog his rear tires as long as he lived, he was sure of it...), her loyalty hadn't swayed.

"Hey baby, how about helping Daddy to bed?" he said, struggling not to slur the words.

Maggie-May turned to glare at him... and revealed the suitcase that lay open on the table.

"Yer packing?" he observed, scowling as his addled brain tried to connect the dots. "Where you goin'? Somebody in the family die?"

"I'm leaving you, Chick," she snapped, turning back to the suitcase.

It took a moment for him to process that remark. "You're what?"

"I'm through with you, Chick!" she shouted, and she pulled away from the table to glower at him. "I'm through with trying to stick up for a selfish Yugo like you! I thought maybe there was something good in you, something that made salvaging what's left of your career worth it, but now I see I was just deluding myself. All you care about is yourself and your stupid overblown ego, and that's never going to change!"

"You can't leave, Maggie!" Chick roared.

"Try to stop me!" she retorted, backing into the table so that the suitcase fell into her open trunk. "You can clean up after your own drunken sobfests from now on! You can attend your own press conferences and write your own letters back to your fans -- all five of them that are left, anyhow. You can wallow in your own self-pity and polish your own stupid Piston Cup! I'm done!" And she drove for the door.

"Maggie-May, baby, please," he cajoled, pulling forward to block her way. "We can work this out..."

Her engine growled threateningly. "There's nothing TO work out, Chick. It's over. Finished. Now move it!" She pulled around him and drove out, muttering "And to think I was telling all my friends how cool it was dating a Piston Cup champ..."

"Maggie!" he shouted at her rear bumper, but she drove out without slowing.

For a moment Chick just stared at the empty doorway, not quite comprehending what had just happened. Then with a roar of rage he slammed into the nearby shelf, causing books and various racing memorabilia to rain down on his hood and roof. He winced and cursed as his Piston Cup and a battered tape player struck his windshield, then bellowed again and surged forward to run both items over. Maggie-May too... the entire world seemed to be against him now. Was this all he was -- the joke of the racing circuit, something to be kicked around, laughed at, and scorned?

The Piston Cup lay ruined on the floor, its cup portion flattened, but the tape deck had survived Chick's blow. Angrily he pulled forward to crush it beneath his tires, for no reason other than it was a handy target for his rage. This wasn't his fault. Wasn't his fault at all. It was Lightning McQueen's fault. That punk rookie had not only stolen the spotlight from him at his winning race, garnering all the media attention despite the fact that he'd come in last at the tie-breaker race, but he had ruined Chick's chances at ever scoring a second Piston Cup. If he ever came across that smug, cocky red racer again, he swore he would ram his face in!

By all rights the tape deck should have been in pieces on the floor by now, but except for a few grimy tire tracks it looked no worse than it had the day Maggie-May had brought it home from the garage sale. Snarling, he swatted it with a tire so that it skidded across the floor and bounced off the TV stand. Maggie-May could go to the smelting pits for all he cared. He'd show her someday. He'd show everybody. One of these days the entire racing world would be sorry they ever made a mockery of Chick Hicks.

The phone buzzed annoyingly, and with a growl he punched the "answer" button with a tire. "Damn it, whaddaya want?!"

An amused chuckle was the reply. "Temper, temper, Mr. Hicks. I suggest you calm yourself before I continue -- this is for your own benefit, after all."

Chick frowned. He'd heard that voice before somewhere... "Who in the smelt are you?"

"Someone who wishes to help you, Mr. Hicks."

"I don't need your help," he snapped.

Another chuckle. "Don't need my help, Mr. Hicks? Your racing career has virtually ended, your fans have abandoned you, and you're the laughingstock of the racing circuit. You DO need my help. Or, to be more specific... we can help each other."

Chick puzzled that over as best he could through his high-octane haze. "You some kind of image consultant?"

"I am your key to vengeance, Hicks. I am Megatron, leader of the Decepticons."

Chick squeaked and backed away from the phone. Megatron! That huge silver robot from the Dinoco battle! But he'd thought those Auto-cars or whatever they were had kicked his rear bumper back to whatever hole he'd crawled out of. What was he doing here on Earth... and why had he contacted Chick now?

"And I wouldn't recommend hanging up the phone and calling the police," Megatron went on with a sinister chuckle. "My troops are watching your house even as we speak. In fact, one of my soldiers has been hiding in your house for some time now, relaying me information concerning your plight."

"What?" He glanced around in a panic. "Where? Who? Oh wait... Maggie-May was one of yours?"

"She is not affiliated with us. She was instrumental in securing a place for Soundwave, however..."

Soundwave... wait a minute. His gaze moved toward the tape player that still lay on the floor. The player flashed its power light a few times, as if acknowledging his attention, then went still again. Aw, frag... hopefully this Soundwave guy wasn't too upset about being run over and thrown around.

"I know all about your troubles, Hicks," Megatron continued. "The desertion of your fanbase, the mockery of the racing world, the damage to your career..."

"Damage?" retorted Chick with a bitter laugh. "More like destruction -- they fired me this afternoon!"

"All the more reason for you to throw your lot in with _me, _Hicks," Megatron replied. "You've nothing left to lose, and only vengeance to gain. Vengeance against the one who has made a ruin of your life."

"Lightning McQueen," Chick snarled.

"Exactly. With my aid, we can exact revenge for your losses... and destroy McQueen as he destroyed you!"

It sounded good... almost too good to be true. "What's in this for you, Megatron? You ain't doin' this for charity."

"Suffice it to say that we have a common cause, Hicks," Megatron replied. "Are you with us, or against us?"

Chick set his bumper in a grim smile. "I'm in, Megatron."

"Excellent. Most excellent. My Stunticons will pick you up in the morning, and we will begin the plan."

"Plan? What plan? You never said you already had a plan..."

"Patience, Hicks. I think you will find this plan most agreeable. Remember, be ready to leave by morning!"

And with that, the line went dead.


	2. Chapter 2

**Chapter 2**

A strong wind kicked up a tawny mist of dust throught Radiator Springs, covering every surface in a gritty crust. Cars hunched low on their suspensions as they plowed through the wind-whipped fog, squinting to see, windshield wipers frantically working to clear their vision. Every now and again the wind would toss larger debris at an unlucky vehicle, such as garbage or the occasional tumbleweed, and more than one car had finally pulled over to the side of the road and refused to go any further until the windstorm calmed down.

Despite the weather, however, it was business as usual for the residents of the town, for not every vehicle was opting to wait out the storm, and there were still customers to deal with. They sold goods, filled gas tanks, changed tires, booked guests, and touched up paint jobs as if it were an ordinary day, albeit with an eye on the elements as they worked. A few residents were even busier than usual, in fact -- Mater had to haul several cars to Doc's clinic when they were blown off the road by a powerful gust or, in one embarassing case, a young drift racer had crashed when a windblown newspaper had hit him flat in the windshield and obscured his vision.

Sally, for her part, was just finishing up with a family of Toyotas who dragged themselves into town and requested a room for the night. They were lucky -- there was only one "cone" left open at the motel, and that one was vacant only because a business car was forced to cancel his reservation just minutes before. She sighed as the family hurried off to settle in for the night. On the one tire, no vacancies meant business was good, but on the other tire, she hated having to turn down travelers who wanted to experience the novelty of the Cozy Cone, or were just desperate for a place to park for the night. Normally she would be able to direct them to the Wheel Well hotel, but tonight they were completely full as well.

The phone rang, and she braced herself and answered it. "Cozy Cone Motel, proudly serving Radiator Springs since 1953, this is Sally speaking. How may I help you today?"

"Afternoon, sweetheart of the greatest racing champ of all time!"

Sally groaned inwardly. "Hi, Harv."

"I've gotta tell you, hun, you're the luckiest car on the planet," Harv went on in his usual smarmy, too-cheery voice. "You know how many chicks out there would give their rear axles to say they're engaged to Lightning McQueen? Hey, where's the champ, by the way, I need to talk business with him."

"I'll go get him," Sally replied, putting him on hold before poking her front bumper out the door. Squinting through the wind-blown haze, she could just make out the scarlet form of the racer creeping down the street. She wondered about that, for Lightning was never one to take things slowly. Then she saw that he was pushing an exhausted-looking brown Crown Victoria gently toward Doc's clinic. No doubt there'd been a breakdown and Mater had been busy elsewhere.

"Stickers, Harv's on the phone!" she shouted over the wind.

"One minute!" he yelled back, giving the Crown Vic one last push through the doors of the clinic. Once he was sure Doc had the situation in hand, he turned and made his way back to the motel lobby.

"Someone's been taking a dust bath," Sally teased as Lightning drove inside, shaking dirt from his tires.

"More like a dust sauna," Lightning chuckled. "Did Harv say what it was about?"

"Talking business, he said."

"He better not be calling to harp on the movie deal," Lightning grumbled, pulling forward to take the call. Twice now Harv had tried to push him into giving the go-ahead for a film based on his life, and twice Lightning had declined. Not because he didn't WANT the movie -- he once confessed to Sally that the thought of having an autobiographical film was actually pretty cool -- but because, inevitably, the Battle at Dinoco would come up, and Lightning had no idea how that could be translated to film without either confusing the heck out of audiences or blowing the Autobots' cover.

Sally let Lightning take the call and turned back to the door to take another look at the storm, only to spot another car in the doorway. A sleek Corvette with brand-new chrome rims, underneath his coat of dust he appeared to be a deep blue with scarlet flames, obviously courtesy of Ramone at some point. He flashed Sally a charming smile as he edged into the lobby, letting the door swing shut behind him.

"I'm sorry, sir, we're full for the night," she said by way of apology.

"That's quite all right," the Corvette replied in a smooth, cosmopolitan sort of voice. "I have reservations at the Wheel Well. I'm just here to check on Lightning."

Sally frowned. "And you are..." she prompted, hoping against hope this wasn't the movie producer come to harass them in person.

"Oh, forgive my poor manners!" he exclaimed, dismayed. "I'm usually so good about introducing myself right away. The name is Tracks. Autobot Tracks."

"Oh!" Sally realized, just as dismayed as Tracks at the moment. She, of all vehicles, should have been able to recognize an Autobot, even one as unfortunately grimy as this one. "I'm sorry, I didn't recognize you as an Autobot! Its... kind of hard to see your symbol with all the dirt..."

"It's quite all right," Tracks replied, giving his chassis a vigorous shake that send clouds of dust flying in all directions. "Once the storm calms down I'll rectify the situation. Do you have a car wash installed yet?"

"No, but Red can give you a good rinsing," Sally told him. "Flo's trying to get one set up, but she's had some problems getting a building permit."

"Bother." He shook himself again, then looked down at the floor with an apologetic expression. "Um... do you happen to have a broom or..."

"I'll take care of it," she assured him, extending a tire. "Sally Carrera."

"A pleasure," he replied, tapping her tire with his own. "How is your fiance doing?"

"Once he's off the phone, you can ask him yourself. City-boy's pretty popular these days."

"Deservedly so, I imagine..."

Lightning's angry voice cut off any further conversation. "No, Harv, for the last time, quit bothering me about that!"

Sally turned with an inquiring expression. Lightning didn't seem to notice, however.

"There's nothing in the contract stating that! Yes, I checked. There's nothing saying you get to decide when and where the press can barge in on my life. You're my agent, not the dictator of my life... I told you already! I don't want a bunch of journalists invading the wedding! I don't care if it's publicity, this is a special time and... No, my fans don't have to share ALL my special moments... Yes, I like the attention, but I also like my privacy every so often!"

"Oh dear," Tracks noted. "Doesn't sound pleasant."

"You should talk," groaned Sally. The thought of Harv siccing a pack of reporters on their wedding ceremony was enough to make her fuel tank churn. Sure, Radiator Springs could probably use the attention, but still, she would prefer it if the town received that attention on a day other than the most important day of her life. At least Lightning, normally an attention hog, seemed to share that opinion.

"I'm putting my tire down, Harv," Lightning insisted. "No news crews at the wedding. No reporters, no film crews -- I don't even want to see a camera there. Of COURSE I'm serious! Yes, I'm feeling well, I just got a tune-up... No, we can't talk about the movie deal right now, I've got a wedding to plan for. Call me back in month, after the honeymoon, all right? I'm sure the studio can wait until then. 'Bye." He disconnected the call with a weary sigh.

"Surprised you still keep him around, Stickers," Sally noted.

"Well, the contract says I'm obligated to hang onto him for another six months," Lightning sighed. "Then I can look for someone else and hope that not all agents are self-centered jerks."

Tracks snickered.

"What's so funny?" Lightning demanded, glaring at the Corvette.

"Oh, nothing," Tracks replied lightly. "It's just that Prime told me about a certain racer who used to be the same way."

Lightning rolled his eyes. "Of all the cars Prime had to be friends with, he chose Doc. Why?"

Tracks chuckled. "How are you faring, Lightning? Prime sent me to check on you and to deliver a guest list for the wedding."

"Well, if we forget about Harv being on my case, I'm all right," Lightning replied. "Who's on the guest list?"

Tracks peered outside, checking for anyone who might be looking through the windows, and Sally took the hint and went about closing the blinds. Once they had some privacy, the Corvette gave himself a final shake and, with a mechanical grinding and whirring, transformed, assuming the form of a blue robot with a bright scarlet face and white helm. Lightning and Sally couldn't help but watch in amazement -- no matter how many times their Autobot friends switched forms in front of them, it still boggled them that something so huge and alien could emerge from an ordinary vehicle form.

Once in robot mode, Tracks flexed his joints and let sand trickle from gaps in his plating. Then he pulled a datapad out of subspace and showed it to Lightning.

Lightning gave a low whistle. "I didn't know you even had this many soldiers at your base."

"Prime recently called for a few more recruits," Tracks replied. "Megatron has been far too quiet lately, and he suspects the old Slagmaker is up to no good."

"Is he ever up to any good?" asked Sally, taking a peek at the list -- quite a formidable one, it looked like.

"Well, I did say that anyone who wants to come is welcome," Lightning told him. "Though I don't think Doc's going to be happy that the Dinobots want to come."

"Grimlock would just hate to be left out, you know," Tracks pointed out. "Wheeljack assures us he can keep him under control, though."

"Under control?" asked Sally wryly. "Seems to me he did just fine last time. The DRH haven't bothered us since the Dinobots terrorized them."

"All the same, we promise to keep the damage to a minimum while we're here," Tracks replied. Giving a dignified bow, he folded up on himself until he was back in his Corvette mode. "And I apologize for leaving so soon, but I was assigned sentry duty and must get back outside." He gave a shudder at the thought. "Hopefully this storm eases soon..."

The doors burst open, admitting a whirlwind of dust and rusty metal that nearly ran poor Tracks over. With a whoop the intruder skidded to a halt in the middle of the lobby, shook himself vigorously, and struck a pose. "Ta-da! Champion backwards driver does it again!"

"Mater!" Lightning exclaimed. "Watch it next time. You nearly sideswiped an Autobot."

"Oh, it's quite all right," Tracks said in a long-suffering tone, opening a door to better examine it for any possible scratches. "I suppose I should be used to it and all..."

"Yer one of our 'Bot friends?" Mater asked. "Shoot, that's great! That makes us best buds, right?" He pulled up next to the Corvette and gave him a good-natured bump that knocked him over a couple of feet. "What's yer name?"

"Autobot Tracks," Tracks groaned. "And you just left a rust streak on my fender!"

"I can clean it off!" Mater offered, and he gave a hacking snort.

"No!" Tracks protested, backing away. "Honestly, I'll be just fine."

"Mater, why don't you help me clean out the back room?" Sally requested. "I want to get this place in order before the wedding."

"Sure thing, Miss Sally... or should I say Soon-to-be-Mrs. McQueen? Oh, by th' way, Tracks, tell yer Auto-buddies yer all invited to Lighnin's bachelor party t'morrow night, a'right?"

"Bachelor party?" inquired Sally, looking coolly at Lightning. "This is the first I've heard about it..."

If Lighning weren't already red he would have been blushing furiously. "We're going to keep it low-key, Sally... just drive on over to Flagstaff and maybe visit a couple of bars..."

"Can we visit one of them Carrie Okay bars, Lightnin'?" asked Mater. "Always wanted to try it. Not much of a singer, but I can whistle a tune real good..."

"That's _karaoke,_ Mater," Tracks said with a roll of his eyes.

"Sure, why not?" Lightning replied, then gave a sheepish laugh when Sally shot him a glare. "If... if Sally's okay with it."

"I suppose..." she said reluctantly. "But behave yourself. If I find you stopped by a top-down convertible bar or if I have to bail you out of impound..."

"Don't worry, we'll keep it toned down," he assured her. "Hey, looks like the wind's dying down. I'm going to run out and see if Sherrif or Doc need my help."

"Wait up!" Mater told him. "I'll go with ya."

"I might as well accompany you on my way to my post," Tracks added. "Pleasure to meet you, Miss Carrera."

"No problem, Tracks. See you later Stickers, Mater."

"Later Mater," repeated Mater with a giggle. "That's funny..."

Tracks groaned and rolled his eyes. "It's going to be a LONG shift..."

* * *

"I don't see anything threatening about it."

Hot Rod gave Springer a sidelong glance and a smirk. "There's a lot you don't know about this planet yet, Springer. I wouldn't be so quick to judge."

"It doesn't even look intelligent," Springer retorted, staring through the fence at the orange combine. "All it does is sleep and thresh and exhaust and make animal sounds..."

"You want to find out firsthand just how nasty Frank can be, be my guest," Hot Rod teased. "Or ask the twins. They nearly got their rear bumpers torn off by him."

"I'll believe it when I see it," Springer retorted.

"Cool it, Springer, you don't have to act like a bigshot all the time," Arcee advised.

The three Autobots had arrived in Radiator Springs yesterday on the tail end of the storm, just in time to get settled in for the night. Now, while the residents set to sweeping driveways and hosing off storefronts, and a very filthy Tracks crept out of hiding for a much-longed-for wash, Hot Rod escorted his friends through the town and showed them around. So far they had been politely interested but not terribly thrilled, and Hot Rod couldn't exactly blame them -- this tiny, relatively lazy settlement couldn't compare to the hurried pace and high-tech glitter of Cybertron. Still, he had hoped they would at least get to know some of his friends here and appreciate this town's charm and easygoing manner.

Springer continued his staredown with Frank, who watched the green triple-changer warily from his resting spot beneath a dusty locust tree. A few tractors milled about, lowing softly or chewing mindlessly, and once in awhile Frank would warn one away from the fence with a low huff of his engines.

"It is pretty peaceful here," Arcee finally admitted. "I can see why Prime likes it here so much."

"That and the company's not bad," Hot Rod replied.

"This town's full of lunatics," Springer complained. "Sarge is worse than Kup, Filmore MUST be Beachcomber's long-lost clone, and Mater... just... Mater." He sighed and thumped a tire against the fence, making Frank snarl warningly.

"Give 'em a chance, Springer," Arcee told him. "You've hardly met them."

"C'mon, let's go see Lightning," Hot Rod suggested, pulling away from the fence. "Think you'll like him, Springer."

Springer didn't look so sure, but he followed after the Firebird anyhow, slightly awkward due to his newly acquired bulk. Both Springer and Arcee had just recently traded in their Cybertronian alt modes for Earth modes, and Teletraan-1 must have a sick sense of humor when it came to Springer -- his formerly relatively sleek car mode translated to a green Chevy Coronet, a vehicle some younger cars mockingly called a "wheeled boat." Arcee managed to get off lightly with a pink-and-white Lotus alt mode, though the stares she drew from passerby were probably making her reconsider this new form.

"Rod!"

Hot Rod turned to spot Lightning heading his way, and he paused and gave a wave of his doors. "Lightning, we were just looking for you!"

"Great to see you again," Lightning told him, pulling up to the three Autobots with a cheerful smile. "Still planning to run the Piston Cup race this year?"

"If there's time," Hot Rod replied. "The Decepticons are our first priority."

"How's that going, by the way?"

"They've been pretty quiet, actually," Arcee told him. "On the one hand, that's great, but on the other hand, they've been a little TOO quiet. Prowl thinks they're up to something."

"Huh," Lightning replied, considering that a moment. "Hey, I don't think we've been introduced, ma'am. Lightning McQueen, Piston Cup Champion."

"Still riding high on that, are we?" Hot Rod laughed. "This is Arcee, and this is Springer. They're friends of mine from Cybertron."

"Well, friends of Rod are friends of mine," Lightning told them. "Pleased to meet you."

"Pleasure's all ours," Springer replied with a jaunty grin. "So you're a racer." His grin took on a devious twist. "Maybe sometime we should introduce you to another racing friend of ours. Would be interesting to see how you fared against him."

Lightning's trademark smirk crossed his bumper. "Is that a challenge, Springer?"

"If you want to call it that," Springer said in a casual tone that wasn't mirrored in his expression. Arcee shot Hot Rod a questioning look, but he could only shrug his fenders in return. Lightning was never one to turn down a challenge, and obviously Springer figured that out pretty quickly, but whatever was the triple changer playing at?

"Who's this racer of yours?" asked Lightning. "Besides Rod, of course."

"Oh, just a friend of ours," Springer replied. "A comrade. Message courier named Blurr."

Arcee did her best to stifle a giggle, but enough of it escaped that Lightning eyed her suspiciously. "What's the joke?"

"Springer, you're cruel," Hot Rod told his friend, unable to hide a grin.

Lightning glanced back and forth between the two Autobots. "C'mon, spit it out, what's so..."

"RODDY!"

Hot Rod grunted in surprise as something slammed into his side. Arcee and Springer reacted immediately, quickly scanning the area to ensure there were no other vehicles around before transforming to robot mode and aiming their weapons.

"Guys, it's okay," Hot Rod assured them. "He's a friend. Easy, Mater, I'm gonna need that side later..."

Springer sighed and folded himself back into his Coronet mode. "Hello, Mater," he said unenthusiastically.

"Hey Mater," Arcee greeted in a more cheeful tone, waving before returning to her alt mode. "What's up?"

"Uh..." Mater's eyes rolled upward as he searched the sky. "There's a coupla clouds... some bugs... that there looks like a helly-copter..."

"I mean what are you doing," Arcee clarified with a chuckle.

"Sayin' hi to my second-best friend here!" Mater replied, giving Hot Rod another sound thump in the side. "Sorry Rod, Lightnin' came first, hope ya don' mind..."

"Of course not," Hot Rod replied. "Excited about the wedding?"

"Durn tootin'!" Mater whooped, thumping the dirt with a tire. "An' th' bachelor party t'night! Yer gonna come, right Roddy? Best man has t' be there, after all."

"I'm not on duty tonight, so I'll try to make it," Hot Rod replied. "First you'll have to explain to me what a bachelor party is..."

"Hold on a moment," Springer cut in. "From what I understand of Earth customs, it's traditionally the best friend of the groom that's the best man. If Lightning's supposedly your best friend, why is Hot Rod the best man?"

"Because Mater would rather be the lugnut-bearer," Lightning explained.

Springer just stared at Mater with an incredulous expression.

"You're invited to if ya wanna come, Springer!" Mater informed him with a huge grin. "Sorry Missus Arcee, but it's guys only..."

"Oh, don't worry about me," Arcee replied. "Flo and Lizzie and I were planning on taking Sally out for what they called a 'hen night' anyhow. You boys have fun, all right?"

"Of course, now that we've got your permission," Hot Rod quipped, and laughed when Arcee shot him a glare and whapped him with a door.

"I'm going back to the Wheel Well," Springer huffed. "Think I'll pass on the party. Thanks anyhow."

"Take care," Lightning told him as the triple changer pulled away. "Rod, Arcee, Mater, join me at Flo's? I'll buy."

"I'd love to, but I promised Guido I'd help him out at his store," Arcee replied. "But thanks."

"Anytime."

As Arcee and Springer split off from the group and headed their seperate ways, Lightning and Hot Rod pulled into Flo's, Mater lagging behind and humming a little nonsense tune. Once they'd placed their orders, Lightning turned to his friend with a knowing grin. "So... anything special going on between you and Arcee?"

"We're just friends," Hot Rod replied with a laugh. "Arcee's more like a sister than anything else, really. And honestly, I'm not really looking for a girlfriend at the moment."

"You might wanna tell that to your fanbase," Lightning laughed. "Those twins seem to like you a lot. And trust me, when they find an object for their affections, they get relentless about it."

"Mia and Tia? They're sweet femmes... I mean girls... and I don't want to break their sparks... but they're just not my type." Hot Rod paused to sip his fuel before continuing. "I honestly don't understand why they like me, either. I'm just another racecar..."

"You're young, good-looking, a great racer, and you being shy and modest in front of the camera just makes them all the more curious," Lightning pointed out. "Face it, you're a magnet for them. And if you ever won the Piston Cup you'd have to beat them off with a stick or something."

Hot Rod sighed. "I'll think of some way to deal with them, I suppose."

"I'm sure you will."

* * *

"What do you mean it's not finished?!" Megatron thundered, pointing an accusatory finger at the face on the monitor. "You said it would be done by now!"

"Lord Megatron," Shockwave replied in a reasonable tone, "I said that I iestimated/i that the space bridge would be completed by this point. However, construction was sabotagued recently, and we have yet to repair the damages..."

Megatron slammed a fist into the console, making the image onscreen jump and sputter with interference. "I want all available resources focused on the space bridge! That is an order, Shockwave!"

"Yes, Lord Megatron," Shockwave replied, saluting. "Further orders?"

The silver Decepticon leader forced himself to cycle a few deep intakes, calming systems that were whirring and steaming with anger. Now was not the time to fly into a temper -- he needed to be sane and focused if he was to devise an effective strategy for taking this planet. No more scraping and filching for energy, no more lurking in the shadows... no, they needed to strike quickly and decisively, conquering Earth and seeing the Autobots obliterated. But to do that, they desperately needed more troops, and with the space bridge not yet operational such troops would not be coming immediately.

"Do we have troop transports?" Megatron asked finally.

"Yes, Lord Megatron," Shockwave replied calmly, though Megatron knew the violet Decepticon well enough to catch the hesitant undertone to his voice. "However, we don't have enough energon to fuel them for a trip to Earth."

Megatron snarled. "Keep me updated on the space bridge's progress, then. And I want a FULL report on ANY Autobot activity, do you understand me?"

"Understood, Lord Megatron."

"Dismissed."

The screen blanked out as Shockwave cut the connection.

Megatron paced the control room of the Nemesis, his thoughts churning within his processor. If Soundwave's reports were correct, the Autobot ranks were growing considerably. Despite what Prime would most likely say to deny it, this wasn't so much a tactical move on the Autobots' part as it was an act of desperation. With energy on Cybertron running low and Megatron's troops tightening their grip on the planet, more and more Autobots fled the planet every cycle, and while some opted to retreat to the planet's moons or colonies on other planets, a good number were throwing their lot in with Prime's cadre on Earth. After all, the planet was already inhabited by mechanical life forms, and the addition of a few more wouldn't necessarily worry the natives.

The logical response, of course, was to increase his own ranks here. While planes and military vehicles weren't as common on this planet, they weren't unusual either. The problem lay in what was so readily available here but so hard to obtain -- energy. The Decepticons on Earth were barely able to pilfer enough energon to power themselves, let alone to send back to Cybertron in order to fuel a troop transport. And with the space bridge down, their last option for bringing in troops was gone.

Well, if he couldn't get troops from their homeworld, then he would have to find them here. Certainly there were vehicles here that would be happy to ally themselves with the Decepticons in exchange for the promise of wealth or power. And perhaps there were a few who could be inspired to help with the promise of revenge. Such as one vehicle in particular...

Astrotrain walked into the control room and snapped a salute. "Chick Hicks is here, Megatron. Want me to bring him in?"

"Not yet," Megatron replied. "Find him quarters aboard the Nemesis and let him get settled in. I'll speak with him later."

Astrotrain nodded and hurried off.

Megatron smirked. That fool. Hicks stupidly thought to throw his lot in with the Decepticons, not even stopping to think that he was only being used as a convenient tool. Oh, Chick and Megatron did have common enemies, but revenge was the extent of Chick's ambitions. Megatron intended to use his revenge as a means to an end. He would make Lightning McQueen and his friends pay for the humiliation he suffered at the Dinoco race last year, and with any luck crush Optimus Prime in the process.

It was time to set his plot into motion. It was time for his troops to pay a visit to Radiator Springs.

He activated his radio. "Starscream, Thundercracker, Skywarp, report to the control room! I have a mission for you."


	3. Chapter 3

**Part III**

"Dr. Hudson."

At the sound of that voice Doc tried to turn quickly to face the speaker, and ended up painfully bumping into one of the examination racks. "Ow! How many times have I gotta tell you not to startle me while I'm working?"

"My apologies, Dr. Hudson..."

"Just Doc," Doc corrected, managing to turn himself the rest of the way around. "No need for formalities among friends, Prime."

The red Peterbilt smiled. "All the same, Doc, I like to be respectful."

Doc chuckled softly. "Wish more cars would take after you," he said wearily, motioning for Prime to accompany him out of the garage. "And more Cybertronians, for that matter. Might solve a lot of problems on both our worlds."

"Perhaps," Prime agreed, following the blue Hudson outside. "How are you faring, Doc? Your messages cover much of what happens in Radiator Springs and the conditions of its residents, but not much information about yourself."

Doc shrugged his fenders. "You know me, Prime. Not much happens to an old racer-turned-judge-and-doctor like me, at least not anymore. Got no wife or kids to worry about, no chronic illnesses or malfunctions, and not much of a life past the city limits. If anything major happened to me I'd let you know, of course, but other than that, nothing interesting to report."

"Well, even the mundane information is useful to me," Prime replied. "It lets me know how my friend is doing, and if he needs anything."

"Your friend's doing just fine," Doc assured him. "Keeping busy with the wedding, of course, but just fine." He pulled up to Flo's and signalled for a drink. "What about you? Troops driven you crazy yet?"

"No, but sometimes I wonder if that isn't their goal in life," Prime confessed. "The Lamborghinis have taken to trying to copy Mater's backwards-driving trick. I wouldn't be surprised if they try to talk him into giving them lessons while they're here."

Doc groaned. "In that case, I'd like to put parking boots on them the entire time they're in town."

Prime chuckled. "They're rambunctious, but they mean well. I'll do my best to keep them under control."

"Good afternoon, Prime!" greeted Flo, driving up at that moment. "Long time no see."

"Hello, Flo," Prime greeted. "How has business been faring?"

"Good enough that I'm thinking about hiring some extra help," Flo replied, setting two cans of oil in front of Prime and Doc. "I'm not a newbuilt anymore, and there's only so much running around I can do."

"Aw, you'll still be a showroom floor model to me, Mama," Ramone teased, winking at her as he passed by on his way to his own shop. Flo gave him a glare whose effect was rather spoiled by a good-natured laugh.

Doc nudged his oilcan with a tire, watching the thick brown liquid swirl. "Heard anything more out of the Decepticons since the Dinoco battle, Prime?"

"The usual energon raids," Prime replied. "Occasionally we have to send a few troops out to chase the Seekers away from a military base. Other than that, nothing much... which worries me."

"Wouldn't Megatron being quiet be a good thing?" asked Flo.

"Megatron isn't the type to quietly lead his troops, Flo," Prime replied. "If he's quiet, there's a reason."

"Prob'ly plottin' 'nother one of his ridiculous superweapons," Ironhide suggested, pulling up. "So long as it ain't 'nother purple griffin thing, we'll be fine. He about won the war right there by killin' all th' Autobots from laughin' too hard."

"Purple griffin?" Doc cocked his suspension to one side, puzzled. "What's he talking about?"

Prime gave a slight chuckle. "It's a long story, Doc..."

Doc was denied an explanation of the "purple griffin" story by the sudden wail of Sherrif's siren, and all four cars turned to see a red Lamborghini streak down Main Street, whooping and laughing. Sherrif was right on Sideswipe's tail... or rather, front bumper, seeing as the scarlet Autobot was tearing backwards down the street. Fillmore, Wheeljack, and Beachcomber, who had been deep in discussion in front of the town hall, scattered immediately, and Red paused only to whisk his flowers to safety before pulling back.

Sideswipe's escapade literally came to a crashing halt as he slammed rear-bumper-first into the pedestal supporting the town founder's statue. He yowled in pain, then yowled again as the iron-cast image of Stanley toppled forward to smash into his hood. Flo, Prime, and Ironhide groaned in sympathy, and even Doc couldn't suppress a wince. Looked like he'd be giving Ratchet a hand tonight.

"Boy, you're in a heap of trouble," Sherrif told Sideswipe balefully, braking to a halt just in front of him.

"I'll handle him, Sherrif," Prime assured him. "Ironhide, radio Hoist. We'll need a tow here."

"Yessir," Ironhide replied, just a little too much glee in his voice.

"Aw, Prime, I'm sorry," Sideswipe whined, his voice somewhat muffled by the heavy weight on his hood. "I learned my lesson, I swear... don't make me miss the party tonight..."

"You'll be missing the party anyhow," Prime pointed out. "There's no way you're going out that damaged..."

"I'm just fine!" Sideswipe revved his engine to prove his point, then gave a howl of pain as something clanked and rattled under his crumpled hood. "Owowowowow... nothing I can't drive off... slag it to the PIT, that HURTS!"

"What's this about a party I hear?" asked Doc, casting a suspicious look at Prime.

"Lightning McQueen's bachelor party," Prime explained. "Hot Rod informed us of it, and I saw no reason not to allow my troops to attend."

Doc groaned again, this time from a different sort of pain. He remembered Ramone's bachelor party from several years back all too clearly -- there was a reason his buddies weren't allowed back in town under pain of being chained to Bessie and forced into very messy community service. And if a pack of imports and custom vehicles had been bad enough, he couldn't begin to imagine what kind of mischief a group of Autobots would stir up.

"Don't worry, Doc," Prime assured him with a laugh. "Lightning and his friends are taking the festivities out of town. Whatever happens won't be your problem."

"And who all is invited to this bachelor party?" asked Doc, only slightly reassured by Prime's statement. "The Dinobots are bad enough without being overcharged on top of it..."

"The Dinobots are remaining here," Prime replied. "Of my troops, only Sunstreaker, Tracks, Hot Rod, Jazz, Ironhide, Wheeljack, and Ratchet have elected to go -- First Aid will stay here and repair Sideswipe in Ratchet's absence."

"You're not goin'?" Ironhide asked in disbelief. "Come on, Prime, loosen up a bit an' come with us! You could use a vacation..."

"We need at least one officer to remain here, Ironhide," Prime told him. "Prowl remains at the Ark, and I hardly trust Grimlock to take charge of the Autobot forces here. He's shaping up to be a decent leader, but he still has a ways to go."

"Ain't that th' truth," Ironhide muttered. "Doc, you comin'?"

Doc rolled his eyes. "I'm too old for shenanigans like this. Go on and keep these turbo-revvin' young punks in line for me, all right?"

Ironhide laughed. "Y' sound like an ol' buddy of mine. Will do, Doc." And he pulled a U-turn and drove off to join the growing crowd in front of the Cozy Cone. In addition to the citizens of Radiator Springs and the Autobots, Doc also spotted Mack and a few of the Rust-eez cars among the group. These latter cars seemed to be creating quite a stir among the Autobots, who seemed leery about approaching them. Sunstreaker and Tracks wouldn't go within ten feet of them, and even Hot Rod yelped in surprise the first time he laid eyes on one.

"Doc, those rusty vehicles," Prime pointed out, an edge of apprehension in his voice. "What's... wrong with them?"

"It's just a little rust," Doc assured him. "Not all cars can afford the best products to take care of themselves, or take the time to do so. And all cars eventually get old and have problems with it. It's treatable, though. And it's not contagious, so don't worry too much about it spreading to your troops."

"I see." Prime relaxed and regarded them curiously. "Our kind don't rust under normal circumstances. The alloys we're made of don't corrode. There is a plague we call Cosmic Rust, however, that is dangerous and highly contagious."

Doc nodded in understanding. "Which explains why you'd be a little concerned about mingling with rusty cars. At least your fear is founded in fact -- too many cars dismiss those with a case of rust as trash. Even Lightning was prejudiced against them for awhile." He eyed the young racer, watching him chatter and laugh with Mater. "He's come a long way in the past couple of years."

"You sound proud of him."

"Never had kids of my own," Doc explained. "So I do what most old racers do -- try to take the younger ones under my wing. Sometimes I live to regret it... but not this time." He finished his oil and turned to go. "Suppose while this bachelor party is getting together and the girls are fussing over Sally, someone has to get the town hall ready for the wedding."

"If you need a hand -- or a tire -- I'm more than willing to help," Prime told him.

"That's appreciated, Prime."

* * *

Starscream kept his optics dimmed as much as he could without hampering his sight as he crouched low atop the office building, watching a cluster of cars weave drunkenly down Flagstaff's main drag. Most of them were nothing more than this world's substandard native mechanisms, but a few wore the hated scarlet crests of the Autobots. He rocked back on his thrusters, wanting dearly to dive down upon them and unleash a hail of null rays and cluster bombs, raining doom and destruction upon his foes. But he held himself in check, not wanting to blow his cover quite yet.

Thundercracker and Skywarp hung back just behind him, also watching. Skywarp was just as jittery as his commander, practically whimpering like an eager turbo-pup as the Autobots approached them. Thundercracker, in contrast, was still and silent, a slight scowl on his faceplate and his arms folded in front of his cockpit. The blue Seeker didn't exactly put it into so many words, but he still made it no secret that he thought this mission was completely ridiculous.

"Can we do it NOW?" whined Skywarp. "We could be down there and back up in an astrosecond, Screamer! They'd never know what hit 'em..."

"Shut it," Starscream hissed. "Wait for my signal."

"You ain't even said what the signal's supposed to be," complained Skywarp. "For all I know, you coulda given the signal hours ago..."

"We wait until the target has fallen far enough behind that his absence will go unnoticed for awhile," Starscream informed him. "It does us no good to attract undue attention."

"Geez, Starscream, not wanting to attract attention is so unlike you," Thundercracker noted acerbically.

"I don't need comments from the nuts-and-bolts gallery, slagger," Starscream snapped. "Now shut up and wait for my signal."

Thundercracker muttered something and leaned back, optics on the horizon.

"Care to repeat that comment?" demanded Starscream, glowering.

"I said what's the point of this?" repeated Thundercracker. "Why is one lousy mechanism from this world so fragged important anyhow? We're wasting our time here, when we could be out gathering energy or intel about the Autobots."

"Come on, TC, at least this is a break from the usual," Skywarp told him. "And hey, Megatron's got a plan for this car. I ain't about to question Megatron, especially when his plans could win the war for us."

"Megatron's plans rarely go that well for any of us," Thundercracker replied. "Remember the Battle of Dinoco?"

"Are you daring to question Megatron, Thundercracker?" asked Starscream in an oily voice. "Do I have to inform him of this treason you speak?"

"It ain't treason to speak an opinion, is it?" Thundercracker grumbled. "Or to state facts."

"Just be careful what you say from here on out," Starscream advised slickly. "You never know whether your words will reach Megatron's audials or not."

Thundercracker narrowed his optic shutters, glaring coldly at his commander. Then he resumed watching the horizon, electing to say no more on the subject.

"They're passing us!" hissed Skywarp. "Can we do it now?"

"Wait..." advised Starscream, gripping Skywarp's shoulder to keep him from attacking prematurely.

The group of vehicles was directly beneath them now, and their chatter and laughter could be heard even from the top of the building. Lightning McQueen and Hot Rod were engaged in some inane conversation as they led the pack, and from their clear and level voices it was clear they hadn't drunk much that evening. The others were a different story -- slurred catcalls, off-key singing, and overly loud laughter filled the evening air to mark their passage. The Decepticons didn't recognize all the voices, but they did manage to catch Tracks cursing at whoever had just rammed into his rear bumper, Sunstreaker crooning a very out-of-tune duet in Italian with another vehicle, and Wheeljack giggling stupidly at something that had caught his attention.

Finally, he heard what he was hoping to hear -- Ratchet and Ironhide talking and laughing with another vehicle, one who's voice was impossible to mistake with any other mechanism's. A slow smile spread across Starscream's face, and he motioned for the others to follow him.

"We goin' in now?" asked Skywarp, a pleading tone in his voice.

"Not yet," Starscream replied. "Remember, we have to wait for him to fall far enough behind. And believe me, he WILL fall behind. Megatron has ways of ensuring it."

* * *

"Behind the clooooouds, the sun is shi-iiiiiiinin'! Believe me, even though ya can't quite make it ooooooout!" bellowed Ironhide, a huge grin on his face as he belted out the tune. Under normal circumstances Ironhide didn't exactly possess an indoor voice, but when overcharged, it was as if someone had cranked his volume all the way up and broken the knob.

"You may not seeeeeeeee the silver li-iiiiiiinin', but there's a big blue sky waitin' right behind the cloooooooouds!" came the reply, as Mater cateurwaled right along with the red Nissan.

"Are you singing or in pain, Mater?" demanded Ratchet, scowling as his audials protested the noise of his companions.

The three vehicles were at the tail end of the pack, much to the relief of some of the others who had long ago gotten tired of Mater and Ironhide's failed attempts at carrying a tune. Mater had obviously had far more high-octane than his fuel tanks could handle, and he kept drifting off the road and weaving from lane to lane as he drove. Ironhide, likewise, was pretty thoroughly sloshed and equally wobbly in his driving. Ratchet, despite having just as much to drink as the others, if not more, had built up a higher tolerance to the high-grade over the millennia and seemed to have a better handle on himself. It often fell on the ambulance to nudge one or the other of his companions back onto the road when they drifted too far to one side or the other.

"What a night!" exclaimed Mater. "Let'sh do thish again shometime..."

"I'm gonna have a pit of a hangover in th' mornin'," Ironhide slurred, slumping to one side and leaning against Ratchet. "But who th' frag cares anyhow?!"

"I do, for one," Ratchet huffed, pushing Ironhide back up straight. "Who do you think is going to have to deal with your hangover in the morning?"

"Aw, admit it, ya had a blast!" Ironhide crowed, shoving back. "Let's hit that karaoke bar 'gain, that was fun..."

"They kicked us out, remember?" Ratchet snapped. "Unruly behaviour, destruction of property, harassing the wait staff, screwing up the lyrics to 'Bohemian Rhaphsody...'"

"Wasn't my fault Sunny got 'imself in a tiff with some new-fangled import..." Ironhide retorted.

"Who's the one who started the name-calling..." Ratchet countered.

The two Autobots pulled slightly ahead of Mater as they continued to bicker, not noticing that their friend was lagging behind. Mater tried to catch up, but he just couldn't seem to get his engine to cycle any faster. Not that he was terribly concerned -- a pleasant fog lay over him at the moment, and he wanted to enjoy it while it lasted.

We should have bachelor parties more often, he thought as he wove his way after the others, watching their taillights grow smaller and smaller. He couldn't remember the last time he'd had so much fun. Then again, he rarely remembered nights like this anyhow, at least after the fact. Which made it rather difficult to explain to Sherrif how he'd ended up on top of Luigi's Leaning Tower of Tires after Lightning's Piston Cup celebration, or in an impound yard in Montana when Ramone's birthday party had been in El Paso, Texas.

"Whoa," he said to himself as he veered too far to the left and bumped into a garbage can, tipping it over. "Sorry 'bout that, I'll clean it up later..." Maybe he shouldn't have had that last drink, his engine had been feeling rather off since he drank it... but the vehicle that had offered it to him, a yellowish-tan Jeep with a perpetual smile plastered to his bumper, had been kind enough to pay for it, and it had seemed rude to refuse him. He tried to remember the vehicle's name, but it kept slipping through his grasp. Wendell? No, there was an S in there somewhere, but heck if he could think where it went.

"Lightnin'?" he asked rather loudly. "What was th' Jeep's name 'gain?"

No answer, and with a bleary blink Mater realized he was alone. The others had long since left him behind.

"Lightnin'?" he tried again. "Roddy? 'Jack? 'Hide? Ratchet? Hello? Huh... guess they didn't like my singin'... or maybe they're playin' a joke on me. Well, I ain't gonna fall fer it..."

There was a nasty crunch, like glass and metal being crushed, and the street lamp just overhead went out. Barely a second later a suspension-jarring thud sounded behind him. Shaking in his tires, Mater slowly turned around to face the source of the noise -- six glowing red lights high above him.

"Hey, that ain't funny, fellas!" he told them. "I ain't fallin' fer th' Ghostlight trick again! B'sides, th' Ghostlight's blue, not red, an' there's only one, not... one, two, three..."

One set of lights gave a rather sinister chuckle, and a blue-plated arm rose out of the darkness, aiming a missle-like gun at him.

"Aw dang," was all Mater managed to get out before blackness engulfed him.


	4. Chapter 4

**Part IV**

"Who on Earth..." moaned Sally, slowly making her way toward the phone. "If Harv's calling at THIS time of the night..." She took a moment to collect herself and wake up a little more before pressing the button. "Cozy Cone Motel, this is Sally speaking..."

"Sally?"

"Lightning?" At the sound of his voice some of the drowsiness left her. "It's four in the morning! Where are you?"

"Uh... hi, Sally. Um... I was wondering if you could nicely wake Doc or Prime up and..."

"Answer the question, Stickers."

"Um... the impound yard in Flagstaff..."

_"What?!"_ She backed up in surprise, accidentally knocking over a magazine stand. "Jail? What happened?"

"It's a long story," he replied, his voice far more sheepish than it normally was. "And first things first, I swear it wasn't my idea..."

"Lightning McQueen, when you get home we are going to have a long talk," Sally informed him crisply. "Is everyone there with you?"

"Pretty sure, yeah... we got a little wild..."

"Please, Miss Sally, don't call Prime on us!" Jazz shouted from the background, his voice pleading to the point of near-panic. "Just tell 'im we ran into 'Con trouble or somethin'..."

"I'm informing Prime," she replied. "And Stickers? I hope you have a nice hangover to remind you not to do this again."

"Yes, dear."

She hung up, sighed long and deep, and dialed Doc's number.

"What is it?" came the Hudson's voice, annoyed and slurred with exhaustion.

"Our bachelor party's changed venues to the Flagstaff City Impound."

"Oh, for the love of Chrysler," Doc snapped, all sleepiness gone. "I _knew_ this bachelor party would be trouble!"

"Now, Doctor Hudson, I'm sure they meant no harm," she heard Prime say in the background.

"Doesn't matter whether they meant anything, all that matters is that it happened," Doc shot back. "Sally, sit tight. I'm sending Sheriff to go pick 'em up." There was a snippet of murmured conversation that she couldn't make out. "And Prime says he'll go with him."

"Thanks, Doc."

"Don't mention it. Looks like Bessie's going to get a workout when those hotshots get home."

"Yes, Doc. Good night."

"Night, Sally."

***

"We got 'im!" announced Skywarp, grinning triumphantly as he practically skipped into the command center, a bag slung over one shoulder. "One rusty tow truck as ordered, sir!"

Megatron allowed himself a triumphant smile of his own. "Excellent, Skywarp. I trust the operation went well?"

"Without a hitch, Lord Megatron," Starscream replied, walking in behind the black Seeker. Thundercracker came in last, electing to hang back and let his comrades do the talking.

"For once, Starscream, you've managed to meet my expectations," Megatron noted, smirking a little as the Seeker scowled at the implied insult. Then he let his gaze travel to the bag, which was shaking slightly and making muffled noises as their captive babbled in terror. "Let me see our prisoner."

Skywarp lowered the bag from his shoulder and proceeded to upend it, dumping the shaking pickup truck at Megatron's feet. Mater landed heavily on his side, still yammering up a storm and his eyes squeezed tightly shut.

"...don't blast me, I ain't an Autobot, I swear, I just hang out with 'em sometimes, they ain't bad guys, really, an' I know you don' like 'em that well, but maybe y' can just talk it out, ya know, but I just wanna go home..."

Megatron chuckled and shook his head. Pathetic. The mechanisms of this world were cowards and fools. This was going to be easier than he'd thought. He raised his foot, slid the tip beneath the quaking truck, and pushed it upright. Mater rocked on his suspension once before tensing and squeezing his eyes shut even tighter, biting his lower lip as he braced himself for an expected blow.

"Welcome to the _Nemesis," _Megatron told him. "I trust your journey here was uneventful?"

Mater cracked one eye open, peering up at Megatron as if startled that he'd actually spoken to him. Then he opened both eyes and gazed up at the Decepticon warlord with a puzzled expression. "Y' ain't gonna shoot me?"

"Not immediately," Megatron replied, "but if you want me to..."

"No thanks, I'm good," Mater said quickly, backing up until he bumped into Skywarp's feet. He jumped and whirled to face the black Seeker, then turned to stare at Starscream, then Thundercracker. Finally, he turned back toward Megatron, and recognition finally clicked in his eyes.

"Hey, I know you! Yer that ugly guy I tractor-tipped at the Dinoco!" His frightened expression became a nostalgic grin, and he chuckled a little... only for that chuckle to taper off when he noticed Megatron's unamused glare. "Oh, you remember that, doncha?"

"For humiliating me at the Battle of Dinoco, I should crush you underfoot here and now," Megatron thundered, and allowed himself a smile as Mater hunkered down on his suspension, his entire frame shaking. "But at the moment, you are more valuable to us alive." He turned toward Soundwave, who was lurking in the back of the room as usual. "Is our other guest here yet?"

"Arrival: imminent," Soundwave replied.

"Huh?" Mater's mouth dropped open. "Y'all got Lightnin' too? Wait, this some kinda trick to rig th' next Dinoco? I seen somethin' like this on that iLaw an' Order/i show Sally likes, 'cept they just cut th' guys brakes an' made 'im crash instead of kidnappin' 'im..."

"Oh, can it, you redneck bucket of bolts," Chick snapped, driving into the command center at that moment. "What's Lightning see in you anyway? Guess he just wants friends around that make him feel smarter." He gave a nasty laugh before parking by Megatron's foot, giving the tow truck a cocky smile beneath his grille.

"Hey, that guy kinda looks like Chick... wait a minute..." Mater stared at the green Buick for a few moments, as if trying to figure out the significance of his presence. "Yer a 'Con, Chick?"

Starscream burst out laughing. "Hardly, pathetic car. The day the Decepticon cause is desperate enough to recruit from this dirtball of a planet is a sad day indeed..."

Megatron responded to Starscream's comment by punching him with enough force to send him toppling backward. Mater, though obviously not the sharpest of mechanisms, was at least wise enough to scoot out of the way.

"It goes like this, rust-bucket," Chick told Mater in a superior tone. "Lightning needs taken down a peg. Heck, taken down a whole lotta pegs. Megatron here wants to see him taken down as much as I do. And what's one way to do that? Through his best friend." He gave another nasty laugh. "Sure, the timing of all this really stinks, seeing as the rookie's got a wedding coming up, but hey, it ain't my wedding, so what do I care?" Again he laughed, seeming to gain as much pleasure from the horrified look on Mater's bumper as from the thought of ruining his rival's plans. "Hey, don't look so bummed, clunker, I'm sure these guys'll let you go once this is all over... maybe even in one piece if you're lucky."

"That will be enough, Hicks," Megatron told him, giving him a disdainful look. "No sense telling the captive the entire plan yet. Thundercracker, take him to the brig. We'll deal with him later."

The blue Seeker stooped down and picked up the truck, carrying him out. As if Thundercracker's touch had somehow reactivated his vocalizer he resumed his panicked babbling the moment he was lifted, and his voice faded down the corridor.

"Primus, he's worse than that gunner the Autobots have," Skywarp groaned. "Don't envy who's got the next guard shift..."

"It's you, slagger," Starscream grumped, getting to his feet and rubbing his dented jaw. "Get moving."

Skywarp groaned again, but trudged out of the room anyhow.

Chick made a U-turn to face Megatron head-on. "Telling the captive the entire plan, eh? Kinda hard to do that when I don't even _know_ the entire plan. C'mon, spill it already. We're partners, aren't we?"

"Perhaps we are, Hicks, however temporarily," Megatron replied. "But the rest of the plan will come in time. Have patience and you will learn everything." He turned back to the console, which was currently showing a readout of the ocean floor surrounding the Nemesis. "I trust your stay here has been uneventful so far?"

"Wouldn't say that," Chick grumbled. "Your troops keep trying to step on me. Think it's funny or something. And I'm getting tired of playing this waiting game, Megatron. How long before I actually get to help you with this plan of yours?"

"As a matter of fact, there's something you can do right now, Hicks. By now, McQueen and the Autobots have likely discovered their friend's absence. Once Soundwave has established a connection to the phone lines of Radiator Springs, we will pay them a call... and deliver our terms to them. If they want Mater back, they must pay our price."

"What price?" demanded Chick.

"You want to balance the scores with Lightning McQueen, don't you? If he wants his comrade back, he must defeat you in a race. A race set on your terms."

"Huh." Chick mulled that over, then gave a satisfied grin. "I'm likin' the sound of that..."

Soundwave visor brightened, and he signaled for Megatron. "Connection established. Ready to send transmission to Radiator Springs."

"Excellent. Hicks, you will deliver the conditions to McQueen... but do not reveal your location. There will be consequences if you reveal our partnership."

"Smart thinkin', Megatron," Chick replied. "You know, I'm feeling really good about this partnership, you know? If I can get my tire back on the racetrack after this, I'll try to put in a good word to Dinoco for you, all right? No harm in trying..."

"Oh, remove your bumper from his skidplate already, suck-up," Starscream sneered. "Just do as your told!"

Megatron shot Starscream a glare to quiet him, but inwardly he couldn't help but be amused by Chick's naivete. For being a racer infamous for his dirty tricks on the track, he harbored no suspicions that anyone could possibly be pulling such tricks on him. Did he honestly suspect nothing, or was he simply too caught up in his quest for revenge to care? Either way, he was in for a rather nasty surprise.

But said surprise would come later. After all, a racer didn't pull all his tricks in the first lap, did he?

***

"And how's the hangover this morning, Hot Rod?" asked Springer, smirking as the scarlet Firebird wobbled his way into town.

"Drop dead," he replied, scowling at the green Coronet.

"You're a happy ray of sunshine this morning," Arcee noted. "Have fun last night?"

"I think so... it's all kind of fuzzy right now. But what I remember was pretty fun, if a bit wild."

It was midmorning now, and Optimus Prime and Sherrif had finally returned with a caravan of groaning, wobbling vehicles at Prime's mudflaps. Every car and Autobot looked as if he'd just driven cross-country without a pit stop, and more than one had suddenly swerved off the road to purge his fuel tank in a convenient, unlucky bush. As Hot Rod watched the hung-over caravan broke up as vehicles went their seperate ways, some returning to their homes, others just looking for a convenient place to flop. Even Sunstreaker and Ramone didn't protest as Sherrif led them to the impound yard but only trailed sleepily after him, looking grateful for a place to rest.

Arcee led Hot Rod and Springer behind one of the cones, allowing all three Autobots to transform without notice. Hot Rod winced as his sluggish transformation cog sent shards of pain stabbing through his systems. Primus, he was going to pay for this over the next few days. Hopefully it wore off completely before the wedding, though he had a sneaking suspicion this scenario was going to repeat itself after Lightning's reception.

"Anything happen while we were gone?" he asked, rubbing his temples with his fingertips and half-shuttering his optics to keep the light-induced headache to a minimum.

"Just a femmes' night out," Arcee replied, patting his shoulder comfortingly. "Nothing near as crazy as what you guys obviously had, of course, but still a lot of fun. Moonracer and Firestar are still recharging it off, and Chromia's just waiting for Ironhide to come back so she can give him a lecture."

"Not that it'll help much," Springer added, chuckling. "Ironhide never learns."

"How's the bride doing?" asked Hot Rod.

"Nervous, but last night helped her relax a little, I think. She really needed it."

"That's good. Sally deserves some down time -- between running this motel, helping out with the town's legal stuff, and keeping Lightning in line, she's got her hands full."

"Earth mechanisms don't have hands," Springer cut in.

"You know what I meant, dolt," Hot Rod retorted, punching his shoulder.

"Hey, watch it," Springer ordered, rubbing his shoulder. "Don't want to have to touch up my paintjob before the wedding..."

"Rod?"

Hot Rod turned to see Lightning's bumper poking around the cone. "Oh, hi Lightning. Come on over, you weren't interrupting anything."

Lightning accepted the invitation, and right away Hot Rod realized something was wrong. Lightning's usual confident air was gone, replaced by concern bordering on fear. Maybe the red racer had learned something that Springer and Arcee hadn't told him yet...

"Have any of you guys seen Mater?" Lightning asked.

"Didn't he go with you guys?" asked Springer. "You know, bar-hopping or whatever you decided to do?"

"Yeah, but now we can't find him," Lightning replied. "He didn't end up in the impound with us, so we figured he must have gone home on his own. But nobody here has seen him, and he's not at his place."

"Uh-oh, this isn't good," Hot Rod noted. "You don't think he got lost, did you? It'd be like him to vanish in Flagstaff and turn up in Japan or something..."

"How do you end up in Japan trying to get here from Arizona?" demanded Springer.

"Long story," Lightning told him, then focused his attention back on Hot Rod. "I'm going to talk to Doc and Sherrif. Think you can alert Optimus? Maybe he can send some Autobots to go look for him."

"I'm sure he'd do it in a spark-beat," Hot Rod assured him. "We can't have the wedding without the lugnut-bearer, can we?" He offered Lightning an encouraging grin, trying to inject some optimism into the situation, but Lightning's expression didn't lighten.

"I'll go with you," Arcee offered. "Springer, spread the word, all right? Maybe somebody here's seen him."

Prime was in front of Doc's clinic talking to Ratchet when Hot Rod and Arcee found him. Ratchet was in the middle of giving the Autobot commander a rundown of last night's events, a scowl on his bumper indicating that he just wanted to finish his report and go indulge in a full system crash somewhere. Prime listened quietly, perhaps even somewhat solemnly, but he wore the slightest of smiles as if enjoying the ambulance's recounting of the bachelor party.

"Sir?" Hot Rod ventured, knowing he was interrupting but hoping the Prime would forgive him in light of recent events. "Sir, Mater's gone missing."

"One moment, Ratchet," Prime told the medic, then turned toward Hot Rod with a frown. "Missing? Are you sure?"

"Nobody seems to know where he is," Arcee replied. "He didn't make it home last night."

"And he wasn't among those we bailed out of the impound yard," Prime added thoughtfully. "Who was the last person to see him?"

"He was with me and Ironhide last night before we hit that last bar... oh Primus." A look of horror overtook Ratchet's tired scowl. "I don't remember seeing him at the bar either. He must have fallen behind."

"Maybe he got lost," Hot Rod suggested. "Maybe he's just in an alley in Flagstaff sleeping off a hangover."

"I don't want maybes, I want answers," Prime replied curtly, though his expression was just as worried as Hot Rod felt at the moment. "Any Autobots that are functioning at any level of effectiveness are to join in the search. I want a party organized to return to Flagstaff and look for him, and everyone else is to double-check Radiator Springs and the surrounding area. And alert Doctor Hudson of this development."

"Yes sir," Ratchet replied, and he took off for the town hall, still slightly wobbly on his tires but no longer a half-asleep wreck.

"You don't think something could have happened to him, do you Prime?" asked Arcee.

"I don't want to take any chances," Prime told the Lotus. "Especially with the Decepticons as quiet as they've been lately."

"Why would the Decepticons want Mater, though?" Hot Rod protested. "It doesn't make sense."

"Since when did 'Cons make any sense?" Doc demanded, pulling up at that moment. "Sherrif's calling the Flagstaff police department to let them know of the situation. Don't know how much help they'll be, though -- if there's not a child involved or they don't believe the situation's dangerous, they tend to ride their brakes on matters like this."

"At this point we'll take all the help we can get, no matter how slight," Prime replied.

"Prime?" Jazz drove up to join the group, his usual easy smile gone. "Y' might wanna come have a listen. Someone just called Lightnin' claimin' t' have info on where Mater is."

"Who?" demanded Hot Rod. "Megatron?"

"No, but close runner-up. Chick Hicks."

Hot Rod felt as if someone had just dropped a rock in his gas tank. He knew Chick all too well -- one of the most underhanded and vicious racers on the track, he had very nearly killed Strip Weathers in the King's last race, and made it no secret that he hated Lightning for "stealing" his Dinoco thunder. Never mind that his own arrogance and poor attitude had been at fault for his downfall -- whenever Chick made a public appearance (which wasn't often anymore thanks to his massive "hate following") he took advantage of it to trash Lightning and blame him for the ruin of his career. He hadn't thought Chick to be vindictive enough to seek revenge, but then, he couldn't say he was too surprised that he was involved in this somehow.

"Let's check it out," Prime decided. "Where is Lightning receiving the call?"

"At th' Cozy Cone," Jazz replied. "Sally's got 'im on speaker phone."

Sally met the group at the door to the lobby, and showed them in without a word. Lightning was already at the phone, mouth clenched in a scowl of mingled worry and anger.

"Chick, you got a problem with me, you deal with me, got it?" he snapped. "Leave Mater out of this!"

"Thought you didn't like hangin' out with rusty old cars, McQueen," Chick cackled over the phone line. "You'd think I did you a favor, gettin' rid of him."

"Just tell me where he is!"

"Relax, man. Your friend's fine. Little scared, but hey, we can't all have cast-iron bolts, can we? And don't worry, nothing's gonna happen to him if you just do as I say."

"Ransom," Prime noted quietly. "Sally, are you recording this?"

Sally raised a tire to point to the red tape deck sitting beside the phone. "Blaster is."

"Good," Prime replied, slightly relieved. "Blaster, see if you can trace the call while you're at it."

"On top of it, boss-mech," Blaster assured him. "Signal's all scrambled, though, so can't make promises."

"What do you want, Chick?" demanded Lightning, ignoring the others' whispered conversation.

"It's actually really simple. I don't want your money or your Piston cup or anything -- just a race. A rematch, let's say. No other cars, just you and me. Winner gets the tow truck. Interested?"

"Is that what all this is about?" asked Lightning incredulously. "A stupid race? Are you nuts?"

"Is that a no?"

"No! I mean... fine. I'll race you. And Mater had better not be hurt."

"C'mon, McQueen, I'm not that heartless," Chick assured him. "He'll be fine. Race starts in three days, at the old racetrack at Transmission Flats. You know where that is, right?"

Lightning glanced up at the others, looking hopelessly lost.

"Tell him yes," Doc replied. "I know the place, I can help you find it."

"I know," Lightning told Chick. "I'll be there. And you're going to pay for this."

"I won't be the one doin' the paying, McQueen," Chick replied with a sneer. "Oh, and come alone. Wait, you can bring that obsolete crew chief if you want to. And your girlfriend, if you need a cheerleader. No one else." A slight, sinister chuckle. "See you there."

Dial tone filled up the silence that overtook the lobby.

"It's a trap of some kind," Hot Rod finally said. "It's got to be."

"That's a possibility," Prime acknowledged.

"I don't care," Lightning insisted. "I've got to race Chick one more time. I've got to help Mater." He sighed. "I just wish I could bring the cops with me."

"That might not be necessary," Prime told him. "Lightning, we have three days before Chick acts. We can use that time to track him down and rescue Mater. And if we can't do that... then we ensure you have backup when you face Chick."

"Meanwhile, I'll get Lightning ready for his race, in case it comes down to that," Doc replied. "He's beat Chick before, but I just want to be sure. I have a sneaky suspicion that dirty punk has something up his fender."


	5. Chapter 5

**Chapter 5**

It took all of Skywarp's self-control to not pump a few rounds into the cell where the tow truck was being kept at the moment. Never mind whatever plot Megatron had cooked up that needed the blasted vehicle - he'd be doing both himself and whoever was next on the guard shift a huge favor. The stupid truck hadn't quit yammering since they'd thrown him in the cell, and it didn't sound like he was going to stop anytime soon.

"...an' whatever's goin' on here, I hope it's all done b'fore Lightnin's weddin' tomorrow, 'cause I gotta be there t' carry th' lugnuts, they can't have th' weddin' without th' lugnuts, y'know, it's a real important job... shoot, way I see it, th' lugnut-bearer's got a bigger job than th' best man, 'cause what's th' best man do anyhow? Just stand there an' make th' groom look good, I guess, but I getta actually hold th' lugnuts while Doc does th' ceremony... 'course Doc's got th' most important job there, he's gotta actually marry Lightnin' an' Sally, though I guess Prime coulda done it, but he ain't got 'thourity t' do it on this planet, I guess..."

Skywarp groaned and turned toward Thundercracker, who stood on the other side of Mater's cell. The blue Seeker stared stoicly ahead, seemingly unfazed by Mater's chatter.

"How can you listen to this guy?" he demanded. "How do you keep from going crazy?"

Thundercracker didn't respond.

"Hey TC, I asked you a question!" Skywarp snapped, reaching out to slug his arm.

"Ow," growled Thundercracker, turning to glare at his comrade. "What was that for?"

"Stop ignoring me, I asked you a question."

"You did? I didn't hear it, I'd turned off my audials. Couldn't stand the truck anymore. What's your question?"

Skywarp huffed. "Never mind, you just answered it."

"Ah." Thundercracker nodded. "Just turn your audials off. It's the best way to keep your sanity when the prisoner won't shut up."

"Yeah, but what if someone's trying to get your attention? Like just now?"

"They can use the radio if it's important," Thundercracker argued. "And honestly, even if we do miss something important, getting yelled at by Megatron's worth keeping my sanity circuits from blowing. If I have to keep listening to him yak about Lightning McQueen or Radiation Springs or whatever the frag a Gaslight is..."

"It's Ghostlight, not Gaslight," Mater corrected.

"Whatever," Thundercracker replied dismissively.

"It ain't whatever," Mater retorted, tucking his tires in close and his eyes shifting from side to side as if expecting them to be overheard. "Sheriff says y' don't talk lightly 'bout th' Ghostlight, an' he's right. It ain't somethin' t' 'whatever' about."

"Ghostlight," snorted Skywarp. "Sounds like something the old-timers would make up to scare sparklings into behaving..."

Thundercracker frowned. "He could be telling the truth, Skywarp. We don't know everything there is to know about this planet. It's possible this 'Ghostlight' is a real phenomenon that we have yet to encounter."

Mater nodded. "It's real, all right. I seen it with my own two eyes."

"All right then, genius, tell us all about it," Skywarp demanded. "What is this so-called Ghostlight?"

"A glowin' ball of blue light, said t' haunt Radiator Springs at night," Mater intoned in a low, nervous tone. "It flies 'round th' town, lookin' fer cars out on their own, an' listenin' for th' one sound it hates more than any other - th' sound of clankin' metal. They say cars have gone missin' at night, an' all Sheriff or Doc ever found of 'em was a coupla outta-state license plates."

Skywarp suppressed the urge to guffaw. Was this mechanism serious?

"Ya gotta keep a sharp eye out... or optic, or whatever ya guys got," Mater warned. "It don't care who ya are, or where ya come from... all it wants is th' taste of fresh oil an' metal, an' it'll strike ya without warnin', without a sound..." His voice trailed off ominously, and he gave both Seekers long, searching looks.

The two Decepticons waited for more. When Skywarp shot Thundercracker a sidelong look, he saw his comrade was enraptured by the story, mouth slightly open and optics fixed on the rusted truck.

"Well, g'night!" Mater said in abrupt conclusion, and he drove to the back of his cell and parked in a corner, shuttering his eyes. Within seconds a raucous, clattering snore filled the brig.

"That was anticlimatic," Thundercracker complained.

"That was lame, is what it was," Skywarp added. "Ghostlight... if he was trying to scare us, he needed to try harder. We're battle-hardened Decepticon troops, funny glowing spheres don't scare us..."

And at that moment, the brig was plunged into utter darkness.

"What the frag?" demanded Thundercracker.

"Slaggit, must be a power shortage," Skywarp grumbled. With the Decepticons' energon supplies entirely dependent on what they could filch from this planet's power supply, it wasn't uncommon for there to be barely enough energy to keep the troops fueled, let alone power the base equipment. To conserve energy, Megatron frequently ordered shutdowns of certain base systems, ones that weren't considered vital to the Decepticons' existence. Skywarp guessed that since most mechanisms would be in recharge at this hour of the night, their leader had decided that leaving the lights on would be a waste of energy.

"Just keep your radar tuned," Thundercracker advised. "Even if we can't see a threat, we can still detect it."

"Yeah, whatever," Skywarp grumped. "Still don't like being blinded like this."

"Then turn on your night vision."

"It's still down, Hook hasn't gotten around to fixing it."

"You just have to have something to complain about, don't you?"

"Well excuse me, I don't exactly enjoy guard duty, especially in the dark."

"Primus below, don't tell me you're scared of the dark, Skywarp..."

"I'm not!" Skywarp wasn't about to admit that the blackness surrounding them was giving him a serious case of the willies. Like most Seekers, he was cursed with a moderate case of claustrophobia, and while a dark enclosed space might be no big deal to a groundpounder, it was circuit-wracking for the black Seeker. "Just don't like feeling closed in like this! Now quit touching me already..."

"I'm not touching you."

"Then what the frag is touching my wing?"

"Skywarp, calm down, you're getting hysterical!"

"I am not hysterical-"

A blue light flared at that moment, piercing the darkness and bathing both Seekers in an eerie, almost otherworldly glow. As they stared in dumbfounded shock the shining orb paused, as if taking in the situation before it, then bobbed silently closer.

Skywarp normally wasn't given to panic... but the darkness and Mater's story (as much as he would like to deny it) had already set him on edge, and the appearance of the weird blue light only served as the proverbial steel rod that broke the mechani-camel's back.

"YAAAAAH!" he howled, opening fire. "Ghostlight!"

The light dropped to the floor, and an irate howling filled the brig. "SKYWARP!"

"Starscream!" Skywarp screamed back, recognizing that cry. "Run, get out of here before it gets you too, it's the Ghostlight!"

"If this is one of your stupid pranks, it isn't funny!" Starscream barked. "Stand down and hold your fire!"

"Skywarp, you moron!" Thundercracker growled, grabbing his comrade's weapon-arm and trying to yank his armgun off.

"What the slag is going on here?" bellowed Megatron, thundering into the brig at that moment.

"We must be under attack!" Thrust shouted - Megatron must have brought backup with him. "Coneheads, open fire!"

"You fool!" snarled Megatron as the crack and whine of blaster fire echoed through the room. "Stop this at once! Decepticons cease fire!"

Something shoved Skywarp to the floor, and he struggled to break free of the iron grip on his arms. "Help, it's got me! It's going to suck out my spark and rip out my internals..."

Whoever held him down slapped him hard across the faceplate. "Calm down, moron, nobody's sucking out anyone's sparks. Though the way you're acting, seems somebody sucked out your CPU..."

"Gerroff, TC!" he snapped, shoving the blue Seeker off and climbing to his feet.

The lights reactivated at that moment, revealing a scene that made Skywarp want to crawl into the nearest hole and shut himself down. Starscream sat against a wall, grumbling as he fussed over a cluster of charred holes in his wings, the lamp he had been holding shining a feeble blue at his side. Ramjet was sprawled out on the floor and groaning in pain, smoke rising from a blackened blotch on his abdomenal plate. Dirge and Thrust had quit firing but still had their guns drawn, itching for a target to present itself. Even Megatron hadn't escaped unscathed - he favored his right leg as he stalked forward to confront Skywarp and Thundercracker, optics ablaze with anger.

"You two have a lot of explaining to do," growled Megatron.

"It was the stupid truck's fault!" Skywarp whined, doing his best to duck behind Thundercracker.

"Oh, I'm sure the blasted mech escaped from his cell, got ahold of a weapon, opened fire on us all, and managed to lock himself back in his cell before the lights came back on!" Starscream screeched indignantly.

"Did I ask for your commentary, Starscream?" demanded Megatron.

Skywarp shot Mater a glare, a glare that was pretty much wasted seeing as, incredibly, the truck was still fast asleep. He snorted once, muttered something about "I wanna ride in th' helly-coptor," then resumed snoring.

_Maybe I can request a transfer back to Cybertron once the space bridge is up and running again,_ thought Skywarp. 

* * *

Transmission Flats was an expanse of dusty land about twenty miles south of Radiator Springs, hemmed in on one side by a line of rolling foothills and on the other by a meandering curve of river. Generations of amatuer racers had carved an elliptical track out of the sagebrush, not quite as large as the Dinoco Stadium track but larger than the makeshift raceway closer to town. The track was pocked with bumps and dips and half-buried stones, making for a treacherous raceway, and every so often the wind caught a tumbleweed or a scrap of ancient litter and toss it across the track as a potential impromptu obstacle. Most modern racers called it a backwater nightmare of a course, fit only for redneck bush racers and dreaming rookies, and opted for a paved track.

In this case, it wasn't as if Lightning had a choice about running it.

"This ain't a course to run lightly, rookie," Doc told him as they parked close to the track's starting line. "This is just as much about smarts as it is about speed. Go too fast and you're liable to wreck - not just a crash and burn in the brush, but a dangerous wreck. This track has claimed lives, and I'm not about to see yours added to that list."

"Got it," Lightning replied, shifting his tires to test the give of the dirt beneath them. "I think I've got the hang of driving on dirt now, but I'll try not to get too cocky. At least that's one advantage we've got over Chick, right? Don't think he's driven off a paved road in his life..."

"That's what bothers me about this mess," Doc said balefully. "Chick chose a venue where you have the advantage. So either he's a lot more stupid than I first thought, or he's got some kind of trick we don't know about yet. And at the moment, it's probably safest to assume it's a trick."

"Well, he wouldn't be Chick if he didn't have something dirty planned," Lightning pointed out.

"True," Doc conceded. "Now I want you to practice hard, you understand me? Take this course nice and slow until you have every bump in the dirt memorized. That way you'll know what's coming and be able to plan accordingly. Chick didn't say whether I'd be allowed to act as your crew chief, so plan on not being able to depend on me, understand? Once you know the track like your own hubcap, we'll start planning defense. Chick ain't going to run a clean race, so you'd better be prepared for every bump and tailgate he throws at you. Prime's volunteered the Lambos and Hot Rod to help you out there, and they're under orders to not go lightly on you."

Lightning wanted to groan - Sideswipe and Sunstreaker had no concept of fair play when it came to anything, including racing - but he decided it was best not to protest. "Got it. Doc... are they any closer to finding out where he's gone?"

"Prime promised to send word as soon as they found something, Lightning," Doc promised. "But they've only been searching for half a day. I wouldn't get your hopes up too high yet."

Lightning watched the dust swirl as a tiny whirlwind sprang up on the track. "This is all my fault. I should have quit racing after that first Dinoco race..."

"Now stop talking like that," Doc snapped. "You had no idea this was going to happen. Nobody did. You can't predict life any more than you can predict the next turn of the racetrack. Stop blaming yourself and start learning the course."

"Yes, sir." Lightning revved his engine and took off, sliding a bit at the turn but managing to correct himself. Doc waited until he'd taken the second turn before driving off the track to park beside Sally and Hot Rod.

"I hate seeing him like this," Hot Rod said worriedly. "I mean, he can be kind of insufferable when he's in his 'I'm such a hotshot' state of mind, but this is sparkbreaking."

"Which is why this is good for him, Rod," Doc replied. "It'll not only give him an edge in the race, but it'll keep his mind off what's going on. Hopefully by the time he's through today, he'll be too dead tired to mope and worry."

"Do you think we'll be able to find Mater before the race?" asked Sally. "Lightning's not the only one worried about him - he was everyone's friend."

"I know that, Sally," Doc said quietly. "This town's like a family, and losing one of our own..." He closed his eyes, sighing. "Bolts, this is worse than when Big Al moved away. At least we knew Al was going of his own free will, and we had some advance warning of it, even if it still hurt."

"Who's Big Al?" asked Hot Rod.

"Old construction truck who moved away about seventeen years ago," Doc replied. "Back in those days the town was just short of going under, and a lot of townsfolk decided to uproot and look for work elsewhere. He was the last of them to go - he loved the town, but in the end he decided putting fuel on the table for his family was more important. Nobody could blame him, of course, but still, he was a friend."

Hot Rod nodded. "It's always hard when a comrade is transferred to another unit... or is offlined. No matter how often it happens, it doesn't get easier."

"How many friends have you lost, Rod?" asked Sally, turning a sympathetic eye toward the Firebird.

"Too many to count," he said quietly. "The old-timers tell you to not make friends among your comrades, but of course nobody listens to that. And of course, you never know from one moment to the next if you're seeing your buddy for the last time, or if he's seeing you for the last time. I've lost a lot of friends in the war... even lost my creators."

"That's terrible," Doc said gruffly.

"I never really knew them," Hot Rod replied. "They died shortly after I came online. Kup took me and a few others in and was pretty much a father to us - an ornery long-winded father, but a father still. And it terrifies me that I'm going to lose him one day. He's not exactly a newbuilt, after all."

After a moment's pause, Doc finally thumped a tire against the ground. "Well, sitting here moping isn't going to do any of us any good. Sally, I want you to start timing Lightning's laps, and let him know how he's doing. Hot Rod, go get the Lamborghinis and bring them here. We're going to need them in a little bit."

* * *

"Hey Officer, why's this street blocked off? You can't tell me the town is closed!"

Sheriff peered from behind the barricade at the family gathered on the other side. "This road is closed, folks. We've got an emergency here. Now run along."

The SUV refused to budge, an expression of indignation on his face as if he took the road closure as a personal insult. "What's the big emergency anyhow? I don't see any wrecks or road construction..."

"Chemical spill in town, very dangerous," Sheriff replied gruffly. "You don't want your family running around in there."

"Doug, let's just keep driving," the SUV's wife, a tired-looking Scion, urged. "We can see Radiator Springs on the way back..."

"I don't believe this guy," the SUV insisted. "If there's a spill, where's the cleanup crew? And why's the town crawling with cars?"

"Those cars you see ARE the cleanup crew," Sheriff replied, feeling his patience rapidly unraveling. "Now get before the fumes start peeling your paint."

"Aw, but I wanted to see the funny tow truck again!" whined the youngest child. "He was silly!"

"And I wanted to see the dinosaurs!" her brother added excitedly.

"Dinosaurs?" Sheriff shot the kid a startled look. "What's this about dinosaurs?"

"Oh, we were here last year, and ever since he's told these wild tales about seeing dinosaurs," the Scion replied casually. "He's got a wild imagination..."

"But Mo-om, they were real!" the child protested.

"Not real!" Sheriff said quickly. "They were... uh... animatronic. Part of a tourist attraction."

"Awesome!" the boy replied. "Can we see 'em?"

"Sorry, town's closed," Sheriff insisted. "Run along, folks."

"I'll have you know that I'm an attorney and..." began Doug, but stopped when the Scion thumped him sharply in the side with her passenger-side door. "Fine. C'mon Judy, we'll take our business elsewhere." He glowered at Sheriff before turning to drive off.

"We'll be back in a week or so," said Judy calmly. "Good luck and take care, Officer. C'mon, kids."

Sheriff watched the family until they were mere specks in the distance, then turned himself and headed back into town. Sally would be irate that the road closure was cutting off the flow of customers into town, but Doc and Prime had both decided that it was necessary. With the town and surrounding countryside crawling with Autobots both in and out of disguise, they couldn't risk blowing their cover. And seeing as the government had a rather strained relationship with the Autobots anyhow, they would take advantage of any sort of reveal as an excuse to sever ties and order the Autobots off the planet.

He had just barely pulled up to the town hall when a massive shadow passed over the sun, making him flinch and back away. But he relaxed as the culprit - a huge metallic Pterodactyl - unfolded to his robot mode and touched down, offering a salute to the police car.

"Me Swoop no see nothing," he reported.

"Well, keep lookin'," Sheriff ordered. "Get one of them Aerialpunks to help you if you can. And tell your brothers to keep looking too - no slacking off until we're sure Mater's safe."

"Me Swoop will." The Dinobot transformed again and took off, keeping low over the town to lessen his chances of being spotted.

Sheriff blew out a gusty sigh. It seemed as if they had searched every square yard of both Radiator Springs and Flagstaff, and still no trace of Mater could be found. Nor had they managed to uncover any leads to indicate where Chick had taken him. Hound, Jazz, and Sarge were on their way to Chick's home in Oklahoma to confront the Buick themselves, but Sherrif was of the opinion that even Chick wouldn't be stupid enough to keep Mater in his own home. Bolts, he probably had an accomplice keeping the truck prisoner at another location.

"Hey Sheriff, you're missin' the show!"

He groaned and turned to face the speaker. "Look, Lizzie, I don't have time for this! If you haven't noticed, we're in the middle of an emergency here!"

The ancient Model T gave him as stern a glower as she could muster. "You always got excuses for why you can't watch my shows with me anymore. Why'd we get that new-fangled picture radio if we werent' going to watch the shows together?"

"We're in the middle of a fraggin' show right now," huffed Sheriff. "Go on back to your shop..."

"Even that handsome Prime fellow's takin' time to watch the shows with me," she retorted. "Nice young truck, he is..."

That caught Sheriff off guard. "What's Prime doing watching the shows with you?"

"Oh, he's watching the shows with me? Bless his engine block, I could kiss him!"

"Crazy old bat," Sheriff muttered, changing course for Lizzie's shop.

He regretted his outburst as soon as he'd reached the shop - Lizzie had been perfectly right, and more. Not only was Prime in front of the shop, eyes fixed on the portable TV set on the porch, but several other vehicles were clustered around him, straining for a glimpse of the screen.

"What in tarnation..." he muttered, pushing past Sideswipe to get a better look. "What's gotten into y'all..."

"Shh," Prime ordered. "News broadcast. It's about Chick Hicks."

Stunned, Sheriff turned his attention to the television. The infamous green racer's face glared back at him, accompanied by a stern yet excited announcer's voice.

"...one-time Dinoco champion and the racing world's black sheep ever since, Chick Hicks was last seen on Friday evening by his former girlfriend, Magdeline May Girder. Police say that there was no sign of forced entry at his Oklahoma City residence, nor were there any signs of a struggle, though detectives say they won't rule out the possibility of foul play. No arrests have been made as of this time, but Girder is under investigation at this time. Hicks failed to show up for a scheduled practice the afternoon of his disappearance, but his crew were able to contact him by phone to inform him of his termination - the last contact anyone besides Girder would have with him before he..."

"Shut it off," ordered Prime.

"But the show's not done yet!" complained Lizzie.

"Man, somethin's messed up," said Ramone, ignoring Lizzie. "Chick just pops a threat an' up and disappears on us?"

"What worries me is the timing," Prime replied. "He disappeared on Friday, but delivered his threat when he had supposedly been missing for two days. We were unable to trace the call, which means he's most likely in hiding, probably with Mater as a captive." He frowned as he pondered the situation a little more. "We should probably recall Sarge's group... no, we'll leave them in Oklahoma City. There's another stop they can make that might do us some good."

"What good can they do when Chick's not even there?" demanded Sherrif.

"They can visit this Magdeline Girder," Prime replied. "Perhaps there's something she knows that can help us. At this point in time, we must investigate every lead we get, no matter how insignificant it seems. Mater's life is at stake."


	6. Chapter 6

**Chapter 6**

"Maybe we should have called first," Hound noted, surveying the house before them with a wary optic.

"Already thought of that," Sarge replied. "Her number's unlisted. So we gotta do this the hard way."

Magdeline May Girder's house was a small, faded blue affair with a scraggly green lawn, shaggy and patched with yellow from lack of tending. A few toys lay abandoned on the lawn, and a stranded Frisbee sat on the roof, a roof that was missing shingles in a few places. A chain-link fence enclosed the small yard, and a large BEWARE OF ATV sign hung from the latched gate. Another notice hung in a window - PROUD SUPPORTER OF MY SECOND AMENDMENT RIGHT TO BEAR ARMS - and as if to emphasize this point a paper target riddled with holes was taped up next to it.

"Seems like a tough lady," Jazz noted.

"Maybe she figures it's a good burglar deterrent," Hound offered.

"Or paparazzi deterrent," Sarge added, flipping the latch on the gate with a tire. "Chick's been racing's whipping boy for a long time now, so the media likes to have a field day with him and anyone connected to him. Now that he's gone MIA, they're probably going after her now for intel."

"Think she had anything to do with his disappearance?" asked Hound. "Or the kidnapping?"

"Dunno, but let's hope we find out," said Jazz.

Sarge led the way to the front door and quickly scanned the area around the doorframe. "No doorbell. Looks like she ripped it out here..."

"Don't look like she needs one," Jazz pointed out with a chuckle as a diminutive vehicle rounded the corner, its tires spinning and kicking up grass and dirt clods. Barking madly, the ATV interposed itself between Sarge and the door as it continued to sound the alarm.

"Down!" Sarge snapped, instinctively adopting the commanding tone he used on his boot-camp trainees. "Heel! Sit!"

The ATV continued to snarl and bark, ignoring Sarge completely.

"Bowser, what the heck..." The door opened, and a yellow Camaro peered out to regard the three vehicles distrustfully.

Jazz took charge now, offering a charming smile. "Hello, lil' lady. Was wondering if we could visit with ya for a minute..."

"If you're reporters, get lost," she snapped, moving to close the door.

"We're pit crew workers, actually," said Hound, pushing a tire forward to hold the door open. "For Lightning McQueen and Rod Witwicky. We just wanted to talk about Chick."

"You and everyone else in the world," she retorted, rolling her eyes. "He's not here, and if he DOES come back here I'll kick his bumper so hard his brake lights will shine out his grill."

Jazz snorted, trying not to laugh. Sarge shot him a glare, but the Porsche only grinned unrepentantly.

"Ma'am, we really do need to know about Chick," Hound replied. "And we're not digging for information to use against him or to give to reporters, I promise. We... think he's done something to hurt a friend of ours, and wanted to see if you knew anything about it."

"He's in trouble with the law? Wouldn't surprise me..."

"Not yet," Hound answered, "but all the same, we hoped you knew something about where he might be."

She edged out the door and peered down the street, as if expecting media vans to come barreling down on the house any moment. Then she motioned them inside and backed into the house. Hound followed, Sarge and Jazz close behind, and Bowser darted in before they could shut the door.

"Sorry about the mess," she said, her brusque tone fading as she led the three past stacks of boxes and into the living room. "We're still getting moved in. After Chick and I split, I had to scramble for a place to live, and this was the best we could afford to rent."

"No apology necessary, ma'am," Jazz assured her. "Need a tire getting stuff unpacked?"

"No thanks, my friend and her brother'll be by in awhile to help with that." She turned now to face them. "Maggie-May Girder. The only people who call me Magdeline are my parents and my lawyer."

"Pleasure t' meet ya, Miss Maggie-May," Jazz replied with a charming grin.

She smirked in return. "Don't lay the charm on, sir. I'm not looking for a smooth talker or a handsome paint job anymore, just a good father for my son." Her gaze moved to a TV in a corner of the living room, where a small orange car they hadn't noticed until now was watching cartoons. "Travis, honey, we have guests!"

Travis turned around, eyed the three strangers disinterestedly, and waved a tire before turning his attention back to the TV.

"He'll probably be more talkative once his show's over," Maggie explained. "He can't miss an episode of 'Road Rangers,' after all."

"Is that Chick's son?" asked Hound curiously.

Maggie looked at the threadbare carpet and gave a resigned sigh. "Travis' daddy was killed by a train years ago. I was hoping Chick would be a father figure to my boy, but he didn't want anything to do with him. He didn't even like me taking him to his races, though he wasn't stupid enough to forbid it entirely - he knew I'd make him regret it." She smirked slightly. "Except for the press trying to knock the door down, Travis and I are both better off without Chick. And to be honest, I'd rather not talk about him... but if he's hurt a friend of yours, I'll try to help you."

"We'll try to make this brief, ma'am," Sarge assured her. "When was the last time you saw Mr. Hicks?"

"The night I left him," she replied. "He got his sorry muffler fired, took off to drown his sorrows in high octane, and while he was gone I realized I wasn't a girlfriend anymore, but a live-in babysitter for an oversized toddler. So I packed my bags, gave him my two cents worth, and left. Guess he disappeared not long after that - but I promise you I haven't a clue where he might have gone."

"You think your son might have seen or heard anything about where he might have gone?" asked Hound.

"Travis was visiting his grandma that weekend," she replied. "Chick didn't like him under-tire very much. Last time he saw Chick was at his final race in Denver."

"Anythin' suspicious 'bout how Chick acted 'fore ya left?" inquired Jazz.

"Just his usual cranky, arrogant self," she replied. "Maybe a bit more than normal in the past month or so, since I'm sure he knew his career was tanking... but nothing to indicate he was going to disappear."

"Was he corresponding with any suspicious vehicles?" asked Sarge.

Maggie frowned a bit as she tried to recall. "Not really. He only ever called his crew chief or his agent, and once in awhile someone in the press to swear at them. He did call up Dinoco at one point and try to talk them into sponsoring him, but they pretty much laughed in his face. If he talked to anyone else, I didn't see or hear about it."

Hound couldn't help but sigh a little, and Jazz and Sarge shared a look of shared frustration.

"Thank you for your time, ma'am," Sarge said at length.

"Sorry I couldn't be more helpful," she replied. "Do give me a call if you find him. I'd like to give him one last kick in the bumper before we part ways for good."

"We'll let ya know, lil' lady," Jazz chuckled. "See ya, Miss Maggie-May." He turned toward the little car at the television and gave a slight honk of his horn to get his attention. "See ya, Travis."

"'Bye," Travis replied, turning and waving a tire at them. "If you find Chick, tell him to give my radio back."

That stopped all three of them in their tracks. Jazz narrowed his eyes just slightly. "Radio?"

"Yeah, my big blue radio," Travis whined, looking dejected. "Mom bought it for me at a yard sale, but Chick got mad 'cause I played it too loud and he took it from me."

"Honey, that thing was so old it wouldn't have played anything but tapes anyhow," Maggie-May told him. "I told you I'd buy you a new one."

"But that one was cool!" insisted Travis.

Jazz exchanged a grim look with Hound. Travis had just unwittingly provided evidence that the Decepticons WERE involved in this matter. To what degree, they couldn't be certain yet, but it was a lead worth pursuing.

* * *

A deep thudding beat filled the night as four cars streaked down the highway, aglow with neon and pulsing with the bass pounding out of their stereo speakers. They wove in and out of traffic with the ease of long practice, like synchronized dancers, ignoring the blare of horns as they cut a swerve a bit too close. Occasionally their smooth movements and thudding music were interrupted by a wheezing gasp and a blaze of amber light as the rear vehicle let out a fiery sneeze, but this interruption was too brief to draw much ire from the other three. The night was young, the road was relatively empty at this hour, and the Delinquent Road Hazards intended to enjoy both as much as they could.

Boost led the way for the vibrant quartet, scanning the freeway for any source of amusement. They'd already been kicked out of a drag race tonight, and he was still a bit sour about that. He was getting bored with a simple cruise, and he hungered for something more amusing than just driving around trying to attract attention.

"Yo DJ, Wingo, Snot Rod, see any nodders?" he shouted back to the others. Lulling an exhausted eighteen-wheeler to sleep and messing around with him was a dangerous diversion, but as far as Boost was concerned, more risk just meant more thrill. Besides, it wasn't as if they'd ever hurt one of their targets.

"Not a one," Snot Rod whined. "Heck, I don't even see any trucks."

"Man, this place is quiet as a junkyard!" DJ grumped, having to shout to be heard over his speakers. "Whose bright idea was it to come here?"

"Even Radiation Stinks is more fun than this," huffed Wingo.

"Don't talk about that," Boost said quickly. "Place was trippin', man. We ain't going back there, not if they had the last gas station on Earth."

All four Road Hazards shivered at the recollection of their last trip to Radiator Springs. None of them were sure just what they had seen there, but the memory of being cornered and interrogated by mechanical dinosaurs - ones that transformed into robots, no less - was still fresh in their minds. Boost would never admit to the others that he occasionally woke up screaming from the nightmares of being picked up and prodded by one of the beasts, but he took a bit of comfort in the fact that those creatures had probably given his cronies at least one night terror.

"You know, if what we saw back there in that hole in the wall was REAL," Wingo pointed out, "doncha think it woulda been on the news eventually? How do you keep a giant robot hidden anyhow?"

"I said don't talk about it anymore!" snapped Boost.

"He's got a point," Snot Rod put in. "Maybe it was all just a hallo... hula... a mirage or something..."

"Yo, truck dead ahead!" DJ put in, putting a merciful end to the conversation. "Someone scoot ahead and scope the sitch!"

Boost gunned his engine, grateful to drop the subject of giant robot dinosaurs for now, and peered at their quarry. A black Kenworth with violet-tinted windows and an unmarked gray trailer, he was traveling at a fast enough clip that for a moment Boost thought he was still awake and alert. But the half-lidded eyes and the telltale wobble in his tires told him all he needed to know. Chuckling, he dropped back to report to his buddies.

"It's a nodder!" he reported. "DJ, do your thing, man!"

DJ laughed and pulled up in front of the truck, switching his radio from the thudding beat to a soft, mellow jazz tune. The Kenworth glared momentarily at the blue Scion.

"Outta my way, cyber-roach..." he began, but his voice trailed off as the calming music took effect. "Awwww... knew I shoulda... pulled off at that last truck stop..." Whatever he had to say next was lost in a sleepy mumble as he drifted off, his engine cycling down as he began to coast.

"Works every time," DJ cackled, pulling to the truck's side and pushing him toward Wingo. "Hey, catch!"

"Back at ya!" Wingo hooted, nudging the Kenworth back over.

Back and forth the sleepy Kenworth went, oblivious to the four souped-up vehicles who were laughing hysterically as they used him as a massive Ping-Pong ball. The cars were so involved in their little game that they failed to notice that the road had become deserted in the time it had taken for them to find their target and lull him to sleep... deserted save four vehicles that trailed behind, watching the proceedings with a predator's optic. Nor did they notice when the truck cracked his eye shutters open slightly, gaze flicking back and forth between the vehicles as he waited.

"Snot Rod, catch!" shouted DJ, pushing the truck to the right.

"Got him- ow!" Snot Rod yelped as the truck snapped awake and swerved suddenly, pinning the orange Barricuda against the guardrail. "Ow, lemmie go! Ow!"

"Snot Rod!" Boost hit his brakes, coming to a smoking halt next to the Kenworth. "Hey man, let him go! It was a joke!"

In response the Kenworth only grunted and pushed harder against the smaller vehicle, eliciting a squeal of pain.

"Ease up, you're crushin' him!" Wingo demanded, eyes wide with panic.

"This ain't crushin', punks," he growled with a frightening grin. "THIS is crushin'!" And before their horrified eyes the Kenworth came apart at the seams, his parts twisting and rearranging themselves in a nightmarish tangle.

"Chrysler above," whimpered Boost.

The Kenworth grinned down at them now... though Boost guessed it couldn't properly be called a Kenworth now. It was a towering bipedal robot, bits and pieces of the truck still visible on its chassis but otherwise completely alien. Violet optics glowed within a face set in a deranged smile, and one massive foot was still planted on top of Snot Rod, the weight of the limb bowing his hood in and earning a squeal of pain.

Boost gulped, edging away from the creature. Memories of the mechanical monsters they had faced back in Radiator Springs came screaming back into his mind... but this creature was different somehow. Not just in shape, but there was an air of menace about this one that even the dinosaur robots hadn't possessed.

"You four thought you could tangle with the King of the Road and get away with it?" the robot snarled, pushing his foot down on Snot Rod until one of his windows popped out in a shower of glass. "Hah! You're lucky our boss wants you online and in one piece, otherwise I'd dismantle all of you right here and now!"

"We didn't mean it, honest!" DJ exclaimed, backing up... and into a pair of maroon legs.

"Do watch the paint job," the owner of said legs drawled as DJ whirled to face him. "I spent quite a bit of time on it this evening, though I don't know why I bothered seeing as my time is so short here..."

Boost turned to face the speaker, a shorter robot whose face was concealed from view by an orange mask and violet visor. Said robot held an elaborate, space-agey looking pistol and had it aimed at DJ. And the maroon robot wasn't alone - he was flanked on either side by two more of the iron giants, one white and one dark silver, while a yellow robot stood a ways off with a rifle trained on the group. The Scion gulped and ducked behind Boost, making the violet Eclipse wonder just who's bright idea it had been to come out on this highway at this hour anyhow. Oh wait, his. Never mind, then.

"Stunticons, round them up," the truck-robot barked. "Put 'em in my trailer. Remember, online and in one piece."

"Uh, Motormaster, sir?" the white one squeaked, his voice high with nervousness bordering on terror - though why the robot was the scared one when he was not only twice the size of any of the DRH but armed to boot, Boost hadn't a clue. "If Megatron wants them in one piece, why are you stepping on the orange one?"

The black truck - Motormaster - responded by lifting his foot off of Snot Rod, storming over to the white robot, and backhanding him across the face. "If I wanted commentary from the nuts-and-bolts gallery, I'd've ASKED for it! Now get to work!" Cuffing the other two robots within easy reach for good measure, he snorted and collapsed back into his truck form, the door of his trailer falling open in the process.

"Don't see why I had to be smacked too," grumbled the silver robot, bending down to scoop up Wingo.

Wingo shot several feet back, teeth bared. "Don't touch me!"

"I assure you he's carrying no contagious viruses, if that's what you're afraid of," the maroon robot assured him. "But let me advise you that our weapons are not for decorative or ceremonial purposes. And if you continue to resist us, we WILL use them, and ensure your doom comes sooner rather than later... oh dear, somebody better catch that one."

That last had been directed at Boost - the violet Eclipse had bolted once he realized the huge robots were distracted at the moment. He gunned his engine and streaked down the highway, aiming to put as much distance between himself and these creatures as he could. Too bad about the others, but there wasn't time to go back and rescue them. Maybe he'd call the cops at the next town he hit...

Pain ripped through his rear axle as a blast of laser fire tore into one rear tire. The second shot pulverized the other rear tire, and the third blast - an EMP shot, unbeknownst to Boost - hit him squarely in the chassis, plunging him into blackness.

* * *

"Fourteen bottles 'f oil on th' wall, fourteen bottles 'f oil, take one down, pass it aroun', thirteen bottles 'f oil on th' wall... aw, never mind, I'm tireda that song." Mater sighed and leaned against the back wall of his cell. "Dang-nabbit, Prime, when're ya gonna send th' rescue team? I'm gettin' bored in here."

It had been ages since Mater had seen another mechanism down here, though whether hours had passed or days he wasn't sure - it was hard to keep track of time in this place. Ever since he'd told those two airplane-robots the Ghostlight story, nobody had even come near his cell. He didn't think the story had been THAT bad. Maybe they just thought he smelled bad. It had been awhile since he'd had a car wash or an engine tune-up, and if these Decepticons were so futuristic maybe their sense of smell was a lot more sensitive than most mechanisms.

He wished Prime would hurry up and send a rescue party. From what he'd heard, they rescued Hound pretty quickly after he'd been snatched during an energon raid. Surely the Autobots knew by now that he'd been kidnapped, and were sending a squad out to break into the brig of the Nemesis and save the day. He could just imagine it now... Prime leading the charge with guns blazing, the Dinobots smashing down the doors to the brig, Wheeljack installing an incidenary device just so they could have a cool explosion backdrop as they made their escape...

Speak of the Unmaker, someone was coming into the brig! He grinned eagerly... only for his grin to fade as two of the green construction-vehicle Decepticons marched in, grim expressions on their faces.

"Aw, man, I was hopin' you were Autobots," he complained. "Ya know they're gonna come rescue me any minute now, I'm an hon'rary Autobot, after all!" He turned to proudly display the Autobot symbol on his side, though a patch of crusted mud obscured the symbol and somewhat ruined the effect. "I just hope they come get me in time for th' weddin', don' wanna miss that, though I guess they can put it off if they hafta..."

The two mechs gave no indication that they'd even heard him. They simply opened the cell, stooped down, and lifted him in their arms, the one that looked vaguely like a dump truck taking his front end and the one with a scoop shovel hanging off his back taking the back end. Without a word they made their way out of the brig and down the hall.

"Just hope they don' decide t' have th' weddin' without me, ya can't really have it without th' lugnut bearer, though I was gonna be th' best man at first, but I told 'em Roddy could be best man, I'd rather carry th' lugnuts... hey, where ya takin' me? Where we goin'? Ya gonna let me go now or somethin'?"

The dump truck cocked his head as if listening to something far away, then nodded at the other mech and turned to carry Mater into a brightly lit, eerily quiet room. Eerily quiet up until now, at least, as Mater's rambling broke the silence.

"...hey, this looks kinda like th' repair bay on th' Ark, 'cept different colors... Ratchet gave me a tour once, though don't think he was too happy when Lightnin' an' Rod an' I used it fer a race, he threw a wrench at us, lucky he missed... "

The Decepticons set him on the examining table, setting clamps on his tires to hold him into place.

"Hey, whatcha doin'? This some kinda new impound? Hey, these ain't parkin' boots..."

A third Decepticon strode into that room, green and violet and regarding Mater dispassionately behind a scarlet visor. The other two mechs stepped back as the newcomer flicked a strange device out of subspace, an item that looked something like a silver screwdriver without a tip.

"What's that? That some kinda alien probe? Or ya gonna give me a checkup 'fore I go back to my cell? That better not be a probe, my cousin got 'bducted by aliens once an' he came back all crazy... hey, point that thing somewhere el-"

The device rapped sharply against Mater's hood, emitting a soft but penetrating buzz. Mater's train of thought shut down abruptly mid-word, and the rusted truck went limp, mouth still open as if he were about to launch into speech any moment, eyes out of focus but bearing a look of dull surprise.

"Finally," Hook muttered, subspacing the shutdown device. "Long Haul, Scavenger, get him prepped for surgery."

"Say what?"

"Reactivate your audials, idiots."

Long Haul tapped the side of his head twice and shook it. "Sorry, didn't think I could handle the junker's rambling. Scavenger and I just shut 'em down and communicated through radio the whole time."

"I asked you to prep the vehicle for surgery," Hook informed them crisply, turning to ready his tools. "And be quick about it."

"What's Megatron want with this hunk of diseased metal anyhow?" wondered Scavenger as he hosed the tow truck down with a strong cleanser. "Thought he'd want stronger vehicles..."

"You always test a procedure on a retro-rat before you carry it out on a patient, do you not?" asked Hook. Once he had his tools ready to his satisfaction, he selected a laser scalpel and turned back to the truck. "Get an energy line ready, Scavenger. Long Haul, fetch a discard bin, I have a feeling we'll be needing it."

* * *

Chick grumbled to himself as he followed a couple of jetformers out of the lift, heading for Megatron's office. He hated driving around this place. Not only did he constantly have to dodge larger mechanisms who seemed bound and determined to stomp him flat for kicks, he found himself relying on said larger mechanisms to open doors for him - every switch and lift panel was set too high on the wall for him to have a hope of reaching. True, it had originally been designed for Cybertronians, and an Earth vehicle would naturally feel out of place here, but knowing that fact didn't allay his annoyance any. If anything, it only served to show him just how out of his element he was here.

Which was why he was on his way to see Megatron now. Contrary to what his critics and detractors would like to believe, he wasn't stupid. Arrogant and spiteful, yes, but not stupid. He knew Megatron was deliberately holding facts from him, and that this rematch race wasn't going to be the end of whatever the Decepticon leader had planned. And yes, he wanted revenge, and wanted to see both Lightning and his weird hillbilly friends taken down a few notches. But at the same time, he wanted to be sure he got out of this plot in one piece.

He was nearly at the door to the office when another vehicle rumbled past - a bright green dump truck. Chick scooted to one side to let him pass. No sense getting someone else ticked off at him who would just hunt him down and try to run him over or step on him later. Idly he glanced at the bed of the dump truck, wondering what the Constructicon was hauling this time.

His gas tank lurched and churned at the sight of Long Haul's grisly load - car parts. And not just some luckless anonymous vehicle - he recognized them as belonging to the idiot tow truck.

When his fuel tank finally calmed down enough that he was sure he wouldn't risk purging it in front of someone, he ducked into Megatron's office.

"What is it, Hicks?" Megatron demanded, looking up from a datapad he was inspecting. "This had better be important..."

"What the slag did you do to the truck?" Chick screeched, hysteria kicking his voice up an octave higher than intended.

Megatron smirked. "Why Hicks, I didn't know you cared about the rusted waste of scrap..."

"I agreed to this deal to get back at Lightning!" Chick snapped, managing to get his voice back to a normal register. "Carving up the truck wasn't ever part of the deal! Sure, he was stupid, but I didn't have anything against him!"

"Perhaps YOU didn't," Megatron replied, his smirk shifting into a full-blown gloating smile. "Remember, this is not solely your plan, but my own as well. And I have a score of my own to settle, with the inhabitants of Radiator Springs AND their Autobot allies."

"Listen, Megatron, this isn't MY plan!" Chick retorted. "You keep calling it 'our' plan, but it ain't exactly our plan if I don't know a blasted thing about it! I want some answers, damnit! What's going to happen when we get to Transmission Flats, and what's the tow truck got to do with any of this?"

"You want answers, Chick?" asked Megatron, arching an optic ridge. "You want to know the plan in its entirety? Very well... but know that such knowledge comes with a price. Once you learn everything, there will be no turning back."

"Fine!" Chick snapped. "Fine, so long as we're finally getting somewhere. Tell me what's going on!"

"All in good time," Megatron assured him, and turned his attention to the Decepticon that had just appeared at the door. "What is it, Hook?"

"The procedure has gone without a hitch," Hook informed Megatron, a satisfied smile on his faceplate. "The subject is now ready for your inspection. I think it is safe to conclude that we will have no trouble carrying the procedure out on other mechanisms of this world."

"Excellent," Megatron practically purred. "Well done, Hook. Take Hicks here to the repair bay and carry out the procedure again. I trust this one will go just as smoothly as the first."

"Procedure? Hey, what... this wasn't part of the deal!" Chick tried to bolt, but Hook was too swift, his hands clamping around the Buick and lifting him off the floor.

"You're a fool, Hicks," Megatron sneered, his grin never fading. "But even fools can have their use."

A sharp pain jolted through Chick's chassis before he could reply, and his world went dark.


	7. Chapter 7

**Chapter 7**

"I knew it!" Ironhide barked, slamming a tire into the floor for emphasis. "I knew them Decepticreeps had a hand in this!"

Jazz, Hound, and Sarge had returned to Radiator Springs only a few minutes ago, but Jazz radioed their findings to Prime long before their return. By the time the three vehicles pulled into the town hall, Prime had already assembled his officers and the other vehicles he felt needed to hear the news. And by the time Sarge finished his version of the report, every vehicle present radiated various levels of anger and dread.

"That settles it," Prime said in a hard voice. "We'll find a way to ensure Autobots are stationed at the race tomorrow. If Soundwave's involved in this, then we have to be prepared. This could be an ambush, or worse."

"What's Chick got to gain from working with the Decepticons, though?" asked Lightning. "And why would Megatron team up with him anyhow? I thought he hated us Earth cars."

"War makes for strange alliances, Lightning," Prowl informed the racer. The tactician remained in the Ark base in Oregon but was present for this meeting via a holographic communicator, and his translucent image flickered and glowed like some spectral being between Red Alert and Doc. It took Lighting some time to get used to talking to what was essentially a picture, and now that Prowl had spoken and drawn his attention again, he couldn't quit staring at the hologram.

"Hicks has made it abundantly clear that if anyone aside from Lightning, Sally, or Doctor Hudson shows up at this race, Mater dies," Red Alert pointed out. "How do you propose to keep him from carrying out that threat should he spot one of us in Transmission Flats?"

"Mirage can be present without being seen," Prime replied. "Any others, Hound can disguise, if he believes his holograms will be adequete for the task."

"I can handle it, Prime," Hound replied, looking glad to be able to help.

"What do we do?" asked Sally. "There's got to be something we can do to help you, Prime..."

"You can support Lightning, and be there for him," Prime told her. "Other than that, I'm afraid there's not much else you can do. This is our war."

"And it's one of our citizens - and our friend - that's been kidnapped!" Sarge snapped. "What are we supposed to do, idle our engines when we could be doing something to help rescue him?"

"Don't get stupid on us," Ratchet told the Jeep. "You don't have our abilities, and you're not trained for warfare. We don't want any of you caught in the crossfire during this mission."

"We fought the Decepticons back at Dinoco, and we handled things pretty well," Lightning countered.

"Listen to Ratchet, rookie!" Doc replied sternly. "This isn't a time to get cocky. Let the Autobots do their job, and you focus on the race, all right? Don't get yourself killed trying to do something beyond your limits."

Lightning gave an exasperated snarl and turned sharply, almost bumping into Hound in the process. He pulled out of the city hall and made his way down Main Street, simmering darkly in his own thoughts. Dimly he heard Prime calling for him to come back, but he ignored him. If they didn't want his help, why did they have him present at their big meeting anyhow?

He pulled up in front of Mater's tow yard and shifted into park, watching the sinking sun cast long shadows over the ramshackle shed and precariously tilting sign that marked his friend's home. It wasn't fair. Mater was in danger, and he was relegated to driving practice as if he were some factory-fresh rookie while the Autobots planned his rescue behind his back. Hadn't Lightning taken on Megatron before, and aided in the tyrant's defeat at Dinoco? What more did they want from him before they accepted that he, too, could fight?

Chrysler above, he hoped that wherever Chick or the Decepticons were holding Mater, he was all right. The tow truck wasn't the brightest light on the freeway and didn't often have the sense to be scared in a dangerous situation, but he'd managed to hold his own during the Dinoco battle. Perhaps he had somehow managed to slip free of Megatron or Chick's grasp and made an escape? It was a long shot, but one could hope. And it was far better than considering a few of the alternatives, that he had been injured or worse...

"Stickers?"

Lightning didn't turn to face the speaker, but he maneuvered a bit to make room for her. "Just wanted to be alone for a bit, to think."

"I don't think anybody's going to begrudge you that," Sally replied, pulling up beside him. "Though Prime's not too happy that you drove out of the meeting. He says he expects better out of the Autobots, even the honorary ones."

Lightning sighed. "I didn't mean to... it's just that I feel so helpless. I should be helping rescue Mater, and here I am doing laps and getting run off the track by the Lambos. I hate feeling like a fifth wheel - I want to do something productive!" He booted a rusted can into the sagebrush with a tire, scaring up a cloud of flies. "I know they don't mean to do it, but... it makes me feel inferior just because I can't turn into a robot."

Sally pulled up a little closer to him. "We all feel that way, Lightning. We all feel frustrated and helpless that there's not more we can do. Like it or not, the Autobots are better equipped to handle something like this - they have weapons and abilities that we don't. It's not something any of us can help, it's just the way it is."

"Doesn't mean I have to like it."

The two of them went silent for a long while. The sun continued its descent, bathing the landscape in fiery golds and pinks at first, then in shadow as the glowing sphere finally vanished behind the hills. The two vehicles watched quietly as the sky darkened and stars began to glimmer overhead.

"We were supposed to get married today," Sally said softly, breaking the silence at last.

"I know," Lightning replied. "I'm so sorry."

"Don't be," she told him, smiling to try and hide the fact that she was beginning to tear up. "It's not your fault." She blinked away windshield fluid before going on. "My parents weren't too happy with having to cancel their flight here, but they said they understood that we couldn't go ahead with it while Mater was still missing."

"I'm glad they understand," Lightning replied with a slight smile. "But Mater'll be back, and we'll have that wedding. I promise."

She leaned gently against his side. "Thank you... I needed that right now."

He leaned carefully back. "No problem, Sally. And once I kick Chick's aft at the race, I'll ram him for delaying our wedding."

"You promise, Stickers?"

"I promise." He kissed her lightly on the fender. "I suppose we should get back. I need to apologize to Prime for storming out of the meeting."

"And you need your rest, too," Sally added. "Your big race tomorrow."

"Yeah," he murmured in agreement, feeling his internals churn slightly. Knowing the Decepticons had a tire in this fiasco raised the stakes far higher now, and he was beginning to realize that this race would be the most important of his career. For it wasn't a Piston Cup at stake now... but the safety of his friend, the town, and possibly the Autobots.

* * *

"Mornin', Sleepin' Beauty!"

Chick growled in pain as that voice stabbed into his thoughts, jolting him out of a pleasant darkness. "Go away!"

"Hey, I know you!" the voice gushed, ignoring his demand. "Yer Chick Hicks! Least you sound like 'im! Lemmie guess, they gotcha too?"

Chick groaned, wishing that whoever was talking would just shut up and leave him alone. His engine block hurt, almost as if he had a hangover, though he couldn't recall being drunk.

Reality set in with a jarring thud as he recalled just what events preceded this blackout - Megatron's gloating grin, Hook snatching him up, the threat of some unknown "procedure," and a sudden jolt that knocked him out totally. Well, whatever the "procedure" had been, it obviously hadn't been fatal... but that begged the question of what exactly had been done to him while he'd been unconscious. Fearful of what he might find, he opened his eyes.

The speaker grinned back at him. "Rise 'n' shine!"

"YEEAAAARRRRRGGGGHHH!" Chick howled, flinging himself backward in an effort to get away from the strange Cybertronian before him. That was a mistake - he was on a berth of some kind, and he managed to throw himself over the edge and onto the floor. He cursed loudly and struggled to right himself, but his body felt all wired wrong, as if his parts were in a snarl.

"Whoopsie," the strange being noted, and he took a wobbly step forward and extended a hand. "Need a hand up? Heh, I can give ya a hand now, couldn't b'fore..."

"Get away from me!" Chick shrieked, struggling to get away, though for some reason spinning his tires seemed to have no effect.

"Ya gotta move yer legs," the Cybertronian informed him. "These things." He raised one leg to show him, lost his balance, and fell over on his backside. "Whoops! Looks like I need a lil' more practice..."

"I don't have legs, you stupid..." Chick began, then paused. "I know that voice. I know you... but it can't be..."

The robot sat up, rubbing his helm with a sheepish grin. He wasn't terribly big for a Transformer - about the height of one of the smaller Stunticons. His armor was a rusty brown color, his optics amber and rounded in shape, and his helm blocky and unornamented save a sort of bill that jutted out from the forehead like a trucker cap. The tires on his legs suggested he turned into a civilian car or truck rather than a jet or military vehicle, and when he turned just right Chick caught sight of an odd sort of spike jutting out from his back, a hook dangling from the end like that found on a tow truck...

"Mater!" he exclaimed. "What'd they do to you?"

"Same thing they did ta you, looks like," Mater replied, hefting himself to his feet. "Made us Autobots! Er... Decepticons, I guess... they made us inta them, 'swhat it looks like..."

Chick blinked, staring at the former tow truck in disbelief. Then he looked down at himself, his newly acquired optics taking in the bizarre sight of arms and legs, of an alien limbed body that he had no idea how to control. As if in response to his gaze his arms twitched, and he shuddered at the sight and offlined his optics again.

"This isn't happening," he muttered. "This is a nightmare, I'm gonna wake up in a minute..." He onlined his optics and looked back down at himself. "Gaaah! Megatron, this wasn't part of the plan!"

Mater seemed to have forgotten about Chick entirely - he was now staring at his hands, wiggling his fingers and experimenting with different hand gestures. "Lookit this! Wait'll I show th' folks back home! Hey, maybe th' twins'll let me hang out with 'em a lil' more now..."

Chick stared back down at his legs, and he silently willed them to move. One leg jerked in response, then the other, then both at once. He focused on moving his arms, but it was hard operating limbs that he hadn't even possessed a matter of hours ago. He felt awkward, helpless as a boat out of water.

"Here, lemmie help ya," Mater told him, taking a few careful steps forward and holding his hands out. Chick stared at the former tow truck, then opted to accept the help, and managed somehow to raise his arms enough for Mater to seize them and haul him to his feet. His legs threatened to buckle beneath him, but he focused on staying upright, and though he wobbled perilously on his newfound feet he managed to keep from falling over.

"There ya go!" Mater told him proudly. "Don' worry, it ain't so hard once ya get used t' it..."

"Why are you helping me?" demanded Chick. "You're Lightning's friend, not mine. You could have just left me on the floor to rust."

"Well, that woulda been kinda mean," Mater explained. "An' I know yer workin' for th' Decepticons an' all, but there ain't any rules sayin' I hafta be mean to ya just 'cause yer kinda a jerk... okay, yer really a jerk, but still... oh hey, ya wanna see what ya look like now?" And with that abrupt subject shift he grabbed Chick by the shoulders and spun him around. "Take a look!"

Chick found himself staring at a floor-to-ceiling mirror set into the wall, and as a result, making optic contact with his reflection. The mech looking back at him had the same green paint job of his former vehicular body, though his shins, upper arms, hands, and midriff were black and his face silver. His optics were hidden by a scarlet visor, and a patch of black metal similar to the grille he'd worn in his Buick form covered the upper lip of his face just beneath the olfactory sensor. As he continued to study his reflection, he could pick out parts of his former body on his new form - his hood now sat on his chest, his front fenders were on his forearms, and his back fenders and tires on his lower legs.

"Pretty cool, huh?" said Mater, grinning widely.

"What's Megatron thinking?" demanded Chick. "I can't race like this!" He reached up to touch the visor, then the sleek helm, then the bar of black metal on his face.

"That's th' fun part!" Mater gushed, and with an electronic grinding sound he collapsed into... a mess of parts that seemed to be a nightmarish tangle of truck and robot pieces. "Ow... hang on, almost got it..." He tried again, but only resulted in a nastier tangle before he finally gave up and returned to robot form. "Haven't figured that part out yet."

"Does it hurt?" asked Chick.

"Nah, feels a lil' funny, but it don't hurt," Mater replied.

A door Chick hadn't noticed before slid open, and Megatron strode into the room, a broad grin on his face. Hook, Starscream, and Soundwave followed, Hook with a pleased expression, Starscream with a sour look, and Soundwave expressionless as always. Mater took an instinctive step back, hunching his shoulders as if trying to make less of a target of himself.

"So, the procedure was a success," Megatron noted, looking Chick and Mater up and down with an approving expression. "Excellent."

"The integrity of their original forms has not been greatly compromised," Hook reported. "They should still be indistinguishable from this planet's natives in their alternate modes, unless one were to do a system scan on them. In short... yes, a success."

"This wasn't part of the plan, Megatron!" Chick cut in, glaring at the Decepticon leader. "You turned me into a monster!"

"A monster?" Megatron repeated, arching an optic ridge. "I would be very careful using that word around us, Hicks. It could get you into trouble."

"I didn't want this!" Chick shrieked. "Why did you do this to me?"

"You wanted a part in this plan, Hicks," Megatron replied. "And in order to play a part in the plan, you had to be altered. It was inevitable."

"How's this supposed to help me defeat McQueen, though? How's turning me into one of you freaks supposed to get us revenge against the rookie?"

"Watch who you call a freak, you hunk of scrap!" Starscream hissed.

If Megatron was offended by the term "freak," he didn't show it. He only gave a cold smile and folded his arms across his chestplate. "You honestly thought that revenge against Lightning McQueen and his comrades was our only goal, Hicks? Perhaps that was the extent of your ambitions... but it was only the beginning of our plans. We will have our revenge, oh yes... but we will also have the destruction of the Autobots, and conquest of this world. And your people shall be our soldiers, serving us in our cause!"

Chick's mouth dropped open as he realized what Megatron was implying. "You don't mean..."

"Millions of mechanisms on this planet," Megatron continued. "Millions of potential recruits to our cause. All it takes is a capable technician and the necessary supplies. When I'm through with Earth, it will be firmly under my command, with its natives serving the Decepticon Empire!" And he threw his head back and laughed in sinister glee, the sound ringing from the metallic walls.

"I still don't see why we're wasting our time with the natives when it would be so much easier to just get recruits from Cybertron," Starscream groused. "These mechanisms are inferior, and stupid besides..."

"Energy required to transport recruits to Earth: too great," Soundwave intoned. "Energy required for alteration of Earth vehicles: minimal. Best option: recruitment of Earth mechanisms to our cause."

"You can't do this to me," Chick protested. "You can't make me..."

"We very well can," Megatron snarled. "You can serve us... or be destroyed. The choice is yours."

Chick shuddered, and only grabbing onto the nearby berth kept his legs from collapsing beneath him. He wasn't THAT set against Megatron's plan that he was willing to sacrifice his life. "F-fine... I'll help you. For now."

"I knew you'd see it our way," Megatron gloated. His gaze moved to Mater now. "Restrain the tow truck and bring him with us. We move out for Radiator Springs... as soon as Chick has become acquainted with the rest of his team."

Soundwave and Starscream moved to obey, grabbing Mater by the arms and slapping some sort of energy cuffs around his wrists. Chick watched them work a moment, still numbed by the shock of Megatron's words.

"Don't look so put out, Hicks," Megatron said in a silky, almost sympathetic voice. "Consider this an honor. You are the first mechanism on this world to have the honor of being made a Decepticon, and the leader of our first team of Earth-created soldiers. Your name will go down in our history archives. Now come... the others wish to meet their leader."

"Others? How many cars ya done this too?"

"Enough questions. Follow me, Hicks."

Chick scowled in frustrated rage but followed the Decepticon leader out of the room and down the corridor. He despised this, hated what they had turned him into, and yet he knew he had no choice but to obey. Obey and keep an eye open for some way to turn this situation around enough that he could escape with his life. He could only hope that an opportunity would present itself soon, before things turned ugly for everyone involved.

* * *

"Hey guys, check this out!"

Wingo glanced up from admiring the deadly curved blades on his new arms. "What's up, DJ?"

The former blue Scion grinned and turned so his back was facing the other members of the Delinquent Road Hazards, panels sliding open to reveal a bank of heavy-duty speakers. "Sound powers, man! This is gonna be awesome!"

"Nice," Wingo said approvingly, "but yer gonna leave a mess whenever you activate 'em. Now these... these are nice." He raised an arm and swiped at a nearby wall, leaving a gash nearly six feet long. "Clean, neat, no mess."

"Since when did you care about not leavin' a mess, Wingo?" demanded Boost, seated on a crate at the back of the room and making a show of examining his carbon panels for damage.

"Hey, Boost, what kind of powers did they give you?" asked DJ, letting his back panels slide closed. "Anything cool?"

Boost grinned darkly. "Oh yeah, man. Hook installed somethin' awesome during the upgrade." He raised one arm, turned to the wall, and stepped forward. His hand touched the wall... then passed through it, his arm sinking into the panels up to his elbow. His grin widened as the rest of his teammates gawked and cheered noisily.

"How'd you do that?" demanded Snot Rod, still gaping.

"Dunno all the science," Boost admitted - he and the others had zoned out during Hook's explanation of their new forms and powers. "Just know the medic calls it 'phasing,' and it's brand-new tech for them. But hey, who cares? Just means there ain't no walls that can hold the Boost-boss in, right?"

Snot Rod looked ready to reply to that, but instead twitched and delivered a powerful sneeze. Flames burst, not from his new face, but from sets of pipes built into his arms. The others jerked out of range with shouts of dismay.

"Hey, watch it!" demanded Wingo.

"Sorry," Snot Rod said pitifully. "Hook said I'd get the hang of it sooner or later..."

"Shut up, here comes the boss," DJ told the others, and they quieted down and faced the doorway as Megatron entered the room, an unfamiliar green mech in tow.

Boost wasn't sure whether he should salute Megatron or not, but he settled for a compromise by standing up and drawing his shoulders back, the picture of attention. Megatron had offered the DRH the opportunity of a lifetime - the chance to become powerful, destructive robots in disguise, and to gain the ability to wreak more havoc than ever before. All he had asked in return was their aid in ousting the Autobots from their bases in Oregon and Radiator Springs, and crushing their vehicle allies in both locations. It was an offer they had happily agreed to, if for no other reason than to gain a little revenge against the Dinobots that had so humiliated them a year ago.

It almost made their embarassing capture on the freeway worth it. Almost. Boost figured he and the others could give the Stunticons a well-deserved thrashing later, when they'd taken out the podunk town.

"We gonna get an assignment, boss-sir?" asked Boost.

"Indeed, Boost," Megatron replied with a grin, obviously pleased at the violet car's eagerness. "But first, let me introduce you to your team leader, Chick Hicks."

Wingo gaped... or would have had his masked face allowed it. As it was, his optics widened in astonishment. "No way! This is where Chick's been hiding all this time?"

"He has chosen to ally himself to our cause," Megatron explained, pushing the green mech into the room. "And tomorrow, he leads our attack... with you as his backup."

Chick scowled at the DRH, looking as if he'd just taken a gallon of tainted fuel. "You gotta be kiddin' me, Megatron. I don't trust these guys any farther than I can throw 'em..."

"That's _Lord _Megatron to you now, Hicks!" Megatron barked. "You will do well to remember that! And if any of you five disappoint me, I won't hesitate to offline you and deliver your scrap to Hook for spare parts!"

Snot Rod shrank back, shivering, but Boost held his ground - he figured Megatron was mostly bluster. "You got it, boss-sir. We won't let ya down."

Megatron allowed a grin to cross his faceplate. "At least one mechanism here knows his place. Now listen closely; here are your orders..."


	8. Chapter 8

_Nature has a bizarre sense of humor,_ Lightning thought as he pulled up to the starting line, his gaze sweeping the dirt track and the surrounding area. It seemed a cruel trick for such a fateful morning to start off so beautifully, with the dawn sun bathing the sky in pale pink and gold and painting the dusty landscape in shades of orange and red. A light fog clung to the ground, though it vanished fast as the sky brightened, and the slight chill in the air dissipated quickly as the heat of the day moved in. It would have been far more appropriate in his mind for the day to start off overcast or stormy, to suit the events that were bound to take place.

But then, he supposed the weather was the least of his concerns today, aside from what effect it might have on his performance on the track. On the one hand, bad weather would make things difficult for Chick, who was already at a disadvantage racing on a dirt road. On the other hand, he had no desire to slide off a muddy track and crash himself. Perhaps, all things considered, it was for the best that the elements were at their best today.

His gaze moved to the foothills not far from the track. The holographic shield was already up and active, so it was impossible to know if Hound, Optimus Prime, Sideswipe, Sunstreaker, Hot Rod, and Springer were in position or not. The Jeep assured Lightning that they would be available when needed, even if they were out of sight, and that the holograms would hold firm long enough for them to get Mater out of danger.

Lightning, Sally, and Doc Hudson were the only participants in this operation who remained out in the open - they waited at the side of the track, gazes fixed on the horizon where Chick would surely arrive at any moment. For now, the plan hinged on whether the racer arrived alone, with Mater, or in the company of Decepticons. If he showed up with Decepticon backup, Prime and the others would emerge from hiding to take them on, but if he came alone, the race would proceed as planned, with Prime's company standing by in case Chick attempted treachery of any kind. Jazz's team back at Radiator Springs would either stand by as backup or, if Chick was alone, search the area for Mater and retrieve him.

Lightning shifted restlessly, digging his tires into the dirt and revving his engine. So much could go wrong with this plan. What if Chick and the Decepticons suspected Lightning had broken his end of the bargain and brought Autobot backup, and had Mater killed in retaliation? What if Chick had no intention of handing Mater over even if Lightning defeated him in this race? Jazz's portion of the plan hinged on Chick bringing Mater to Transmission Flats, but for all they know Chick could have holed the truck up somewhere far away, or even done away with him already...

"Hold still, rookie!" Doc barked, thumping Lightning in the side with a fender. "You make me nervous just looking at you. You'll tire yourself out before the race."

"I can't help it, Doc," Lightning replied. "I've never been this tense before a race. I mean, so much is riding on this..."

"We all know that," Doc told him firmly. "But that's exactly what Chick's banking on. If you get yourself all worked up before you even hit the track, you're bound to screw up out there. Calm down and focus. You don't have a lot of room for error in this race, and dwelling on Mater or the Decepticons or anything else is just going to distract you and get you wrecked or worse."

"We've got to trust that Prime knows what he's doing," Sally added. "They've had to deal with hostage situations before. They'll know what to do."

"I hope you're right," Lightning replied. "I'm just hoping they're able to get Mater out of this in one piece."

"Prime's pretty confident that Chick'll bring Mater with him," said Doc, his gaze moving to the hills as if looking for the Autobot leader. "He'll probably stash him somewhere in the hills before coming here, though. Jazz and his team'll find him, though. They're good at their jobs..."

Hound's voice over the radio cut Doc off at that moment. _Chick approaching from the north. He's alone._

"Any sign of Mater?" asked Lightning.

_Didn't he just get through saying he was alone?_ demanded Springer.

_Can it, Springer_, Hot Rod ordered._ No sign of Mater, Lightning, but Prime's already sent Jazz and the others to go look for him. No matter how this race turns out, we'll make sure Mater's okay. Trust me._

Lightning cut the connection as Chick pulled up, swerving sideways in order to kick up a large dust cloud for effect as he braked.

"Well, look at what the junkers dragged in," Lightning remarked, doing his best to keep a cocky grin on his face. He didn't want Chick to notice how nervous he was - the Buick would only work to rattle him further.

"Shut up, McQueen," Chick snapped, glaring at the red racer. Lightning noted with surprise that Chick's usual air of smug superiority was gone. Instead, the green car seemed as jittery as Lightning felt, his eyes flicking from side to side and his engine rattling.

"Let's get this over with," Lightning ordered. "First of all, where's Mater?"

"He's somewhere safe," Chick replied in a rush of words. "We're gonna make this quick, McQueen. Five laps, winner gets the truck. Plain and simple."

"And no dirty tricks," Sally ordered, narrowing her eyes at the green racer.

"Who's callin' the shots here, lady?" Chick barked. "You want the stupid truck back, you play by my rules. Five laps, no moves barred, win at all costs. Let's get started." And he pulled up to the starting line, muttering the whole while.

Doc frowned. "Something's eating at him. He's got something up his fender... just wish I knew what."

Sally pulled forward and gently rubbed a fender against Lightning's side. "Be safe out there, Stickers. And good luck."

"Thank you, Sally... I'll need it." He pecked her on the front bumper before pulling up even with his opponent. Chick shot him a sidelong look of bitter contempt, but other than the rumble of his engine remained silent.

"What, no bragging or clever insults before we get started?" asked Lightning, partly to maintain his cocky facade but partly out of genuine curiosity. Chick was never this quiet before a race.

"Just shut up and drive, rookie," Chick snapped. "Hey old junker, get us started off!"

Doc scowled at the insult, but pulled up and raised a tire anyhow. "Gentle-cars, start your engines! Five laps around the track! May the best car win."

Chick gunned his engine, and Lightning couldn't help but start slightly at the power in that mechanical roar. He'd never heard a stock racer's engine make that intense of a noise before. Had Chick souped up his engine in preperation for the race? Engine mods and performance-enhancing fuel additives were illegal in competition racing... but then, Chick might figure that since this wasn't an official race, those rules didn't apply here.

"On your mark... get set... go!" Doc brought the tire down.

Chick surged forward... or tried to. His tires spun uselessly in the dirt for a few seconds before they finally managed to grip the track, and he swerved awkwardly as he finally pulled forward. Lightning took advantage of Chick's fumble to pull ahead of him, starting off more cautiously but gaining speed as he went.

Doc waited until Chick had passed by before returning to Sally's side. "Looks like Chick's off to a bad start already."

"I don't trust him," Sally said coldly. "I just feel he's got something planned, and it burns me that there's not more we can do..."

"We've done all we can, Sally," Doc told her. "It's up to the rookie now."

* * *

Fillmore had just poured himself a sample of his latest organic brew - a nice blend of ethanol and cactus-fruit extract, with just a twist of ginko for health - when he felt the ground shiver under his tires. The liquid in the mug before him rippled and sloshed, and the interior of his his domed garage rattled and clinked as his brewing equipment shuddered as well.

"Whoa," he muttered. "Good vibrations, man." He turned to face the other two vehicles in the room... well, the other vehicle and the whatever-it-was, anyhow. He wasn't sure if a giant microscope on tank treads counted as a vehicle, but the Autobots treated him like a fellow vehicle, so he supposed he shouldn't judge.

"Hey Jack, hey Percy, you feel that?"

"Hmm?" Perceptor glanced up from where he and Wheeljack were analyzing their latest energon sample. "My apologies, Fillmore, did you say something?"

"Yeah, but no worries, man," Fillmore replied. "Must have just been me."

"No, Fillmore, I felt it too," said Wheeljack, headfins flashing a worried indigo. "Do you get earthquakes here?"

"No man, that's more California's style," Fillmore replied.

The ground shuddered again, stronger this time.

"That doesn't feel like seismic activity to me," Perceptor noted worriedly.

"C'mon," Wheeljack urged, motioning everyone outside. "We'd better check this out." He folded down into his Lancia mode and headed outside, while Perceptor assumed his tank-microscope form to follow.

Radiator Springs was oddly quiet when the three drove out into the sunlight. Most of the Autobots were gone, either at Transmission Flats to protect Lightning or scattered throughout the area searching for Mater, and their absence combined with the lack of customers left the town feeling rather desolate and empty. It didn't help that it seemed every resident had frozen in place at the first tremor in the earth, and was looking around nervously to determine the cause.

"A'right, what's goin' on?" demanded Ironhide finally, driving up to meet the three. "'Jack, was that you?"

"How come everyone blames me for these things?" Wheeljack griped. "I didn't do it."

"It ain't an earthquake, an' it's too close to be a battle goin' on at Transmission Flats," Ironhide retorted. "Think it could be th' Dinobots?"

Wheeljack opened his mouth to say no when a blast of heat and sound nearly knocked him and the others over. They whirled to see a glowing mushroom cloud of flame in place of Fillmore's home and store, bathing the entire town in a terrible orange light. Sarge's hut didn't escape unscathed either - the side facing Fillmore's store was black with char, and the blast took out every window in the building.

"Man, not again," Fillmore said annoyedly.

Ironhide set his bumper in a determined expression. "We're under attack! How many troops we got in town at th' moment?"

"At the moment it seems to be... oh dear," Perceptor fretted as he thought on the matter. "You as commanding officer, Ratchet as second in command, and Wheeljack, Arcee, and myself. Five of us total."

"Oh, that's just great," Ironhide groaned, and he turned slightly away to speak on his radio. "Prime, we're under attack here, send reinforcements... slaggit! Line's jammed."

Wheeljack's eyes went wide at that news. "Soundwave."

"This whole thing was a setup," Ironhide realized. "Th' race was a distraction - THIS was th' real target!"

The Nissan's words clicked into place in Fillmore's mind, and he finally realized that something huge was about to go down. "Whoa... man, what do you want me to do?"

"Alert everyone!" barked Ironhide. "Get all civilians outta here! Is there a safe place where th' townsfolk can wait out th' fight?"

"Um... there's a ravine out near Sarge's boot camp..." began Fillmore.

Another resounding BOOM, and screams rang through the streets as an entire wall of the fire station caved in. Red barely made it out of the building in time to escape being buried alive.

"What in tarnation..." growled Sherrif, pulling up before the ruined building. "What's goin' on here?"

"Hey, if it ain't that redneck cop!"

Sherrif scowled. "I know that voice..."

The speaker gave a sneering laugh as he drove out from behind the fire station, giving the police cruiser a sadistic grin.

"Wingo!" Sherrif snapped. "You and your gang are in a heap of trouble now!"

"Aw, you hear that boys?" said Wingo with a cackle. "The fuzz says we're in trouble! Wonder what he's gonna do about it, huh?"

"I'll tell you what I'm gonna do," Sherrif snarled, pulling forward. "I'm gonna slam your tailpipes into the impound so fast your engine blocks'll spin..."

His voice trailed off as three forms emerged from behind the crumbling fire station - Cybertronians. Their body shapes were unfamiliar, but there was no mistaking the sinister violet crest each one wore... the crest of the Decepticons.

"What in the name of..." Sherrif began, then went quiet.

"Meet the new and improved Delinquent Road Hazards, Pops!" Wingo laughed, and his chassis split and unfolded into the form of a tall, lean carformer, a silver mask obscuring most of his face but his optics burning with malicious glee. "An' this town is ours now. Go nuts, boys!"

"You got it, Wingo!" cackled the blue Decepticon, rubbing his hands together with glee.

Something bumped Fillmore's side just then, jolting him out of his horrified trance. He turned to face Wheeljack.

"You and Sherrif get everyone out of town," the Lancia advised. "We'll hold them off as long as we can."

Fillmore nodded and sped off to Flo's cafe, doing his best to ignore the horrific sounds as the DRH began laying into the town, tearing apart every building within reach. But before he could reach the building, the orange robot sprinted over to block his path.

"What's the hurry, hippie?" Snot Rod sneered. "Things getting too hot for you?" And flames jetted from his arms, scorching Fillmore's paint and making the flower decals on his sides wilt and curl.

Fillmore whirled and took off for Luigi's store, for the first time trying to push his engine to its limits. The blue Decepticon - DJ, he realized - was already there, though. With an evil grin DJ turned his back to the store, panels flipping open on his back, and a concussive blast of sound slammmed into the building. Tires, broken glass, and chunks of plaster and wood rained down on the street in a deadly hail.

"Holy..." was all Fillmore could get out.

Guido darted out of the collapsing store, babbling frantically in Italian, his tone veering between fury and panic. Fillmore only knew a few words of the language, but he managed to catch "Luigi" and "hurt" somewhere in his rambling and realized that the Fiat must be trapped inside the building.

"Wheeljack, Guido says... uh, never mind." He'd intended to ask the Lancia for help in freeing Luigi, but he was currently busy grappling with Wingo. The green Decepticon slashed at the white Autobot with wickedly curved blades on his forearms... blades that dripped with energon and oil. Ironhide lay in a crumpled heap nearby, his plating shredded and oozing fluids, and Fillmore felt his fuel tank turn.

"Fillmore, snap out of it!" Ratchet snapped, hurrying over and transforming to his own robot mode. "Go get the others out of here, I'll dig Luigi out! Guido, help him!"

Guido said something that sounded affirmative and sped off, Fillmore hot on his heels.

* * *

On a bluff two miles out from Radiator Springs, three mechanisms watched the destruction of the town unfold. One wore an enthusiastic grin on his faceplate, while the other scowled with his arms folded over his chestplate. The third, in vehicle mode and trapped beneath the other two, only stared in horror, mouth open and eyes wide.

"Whoo, that was some explosion!" Blitzwing hooted as a fiery mushroom cloud rose over the town. "Must have been the gas tanks at the cafe going up! Those Road Hazards ain't bad for Earth scrap."

Astrotrain huffed. "I could have done a lot better," he grumbled. "I don't see why we couldn't go down and help."

"Eh, someone has to guard the prisoner, I guess," Blitzwing replied, kicking Mater in the side. "Though I don't see why, he ain't moved or said a word since the Hazards started their ruckuss."

"We could just offline him or cut his tires and go down and help," Astrotrain suggested. "Not like he's gonna get far..."

"Hey, you want Megatron on your case, go on down. I ain't gonna stop you. Just don't expect me to pull your aft out of the smelter if he finds out and blows his temper..."

While the two triple-changers bickered, Mater continued to stare as the Road Hazards laid waste to the town. Even from this distance he could make out their forms as they stormed the streets and terrorized the citizens. Snot Rod stalked up and down every road and alley, bending low to shoot flames inside every building he passed. DJ selected his targets seemingly at random, sometimes pausing to rip apart a store or house with his bare hands, other times simply blasting a section of the town with his sonic attack. Boost slid through the buildings like a violet shadow, concentrating his attacks on vehicles rather than buildings, chasing them down only to lift them over his head and throw them as far as he could. Wingo divided his time between slashing at walls or power poles or other infrastructure with his armblades and fending off the few Autobots who were still in town.

_Prime, where are ya?_ he thought desperately. _Ain't ya supposed to come drivin' in to save the day here?_

"Too bad that thrice-slagged Prime isn't here," Astrotrain noted, as if he'd heard Mater's thoughts and was answering his question for him. "Would give us an excuse to go down and help."

"You couldn't take down the Prime if he had both arms taken off!" Blitzwing cackled. "Besides, Chick's got him nice and distracted, from what I hear. While he's off watching that stupid race and the rest of the Autobots are busy looking for the rustbucket here, we can take out the town AND Autobot Base!"

"Well, I should have been with Megatron's team to go wipe out the Ark!" Astrotrain insisted. "My talents are wasted playing babysitter to this scraplet..."

_Aw, dang, so that's why he ain't comin',_ thought Mater with a sinking feeling in his fuel tank. _If Prime ain't gonna save the town, though, who is?_

A wild thought entered his mind just then, one so crazy he nearly dismissed it out of tire. Why couldn't he do something? He was one of these shape-changing vehicles now, after all. Maybe he was rather new to this whole transforming robot business, but still, he at least had a slight advantage over the average car now, right? The more he thought about it, the better he felt about the idea, until soon a satisfied grin replaced his stunned expression.

Neither Decepticon seemed to notice the change in their captive, still arguing and throwing insults back and forth. Mater took advantage of their distraction to slip his transmission into reverse.

"An' there goes another building!" Blitzwing interrupted his harangue to crow as the Town Hall collapsed into rubble, pulverized by a blast from DJ's speaker bank. "Hope Reflector's recording this..."

"Slag this, I'm going down there to help," Astrotrain grumped.

"Hey, if I have to stay put and rust while the Road Hazards get to have all the fun..." Blitzwing began.

Mater gunned his engine, shooting backwards and away from the two triple-changers. He might have gotten away without them noticing had he not given a long, enthusiastic whoop as he barreled away.

"Hey!" Astrotrain barked, whirling. "He's getting away!"

"Playing babysitter to a scraplet, eh?" Blitzwing snapped. "After him!"

* * *

_Optimus, come in!_

Prime had never seen or heard Prowl panic before, so the unnerved edge to his voice at this moment caught him off guard. He lowered his gaze from the racetrack and touched the side of his helm. _Optimus here. Prowl, what's wrong?_

_The Ark base is under attack,_ came the reply. _Constructicons, Stunticons, Combaticons, and the Seekers, with Megatron at the lead._

Optimus' oil ran cold at the news. _The kidnapping was a distraction._

_That seems to be the case, sir. The Aerialbots are out there right now trying to do damage control, but they're vastly outnumbered. Ultra Magnus and Kup have got Brawn, Windcharger, Trailbreaker, Inferno, and the Protectobots manning exterior guns, and Red Alert and I..._

Prime winced as he heard a ripping explosion sound over the comm, cutting off the end of his second-in-command's sentence. _Prowl!_

_Still here,_ Prowl confirmed. _They've blown through the main doors. I'm having Red Alert shut down Teletraan-1 just in case they get as far as the control center._

_Are Omega Supreme and Skyfire still there?_

_Skyfire, yes. Omega Supreme returned to Cybertron to find any remaining Autobot refugees to evacuate. He won't be back for at least another of this planet's months._

_Slag it all, _Prime cursed._ Send Skyfire to Radiator Springs now! I'm recalling Jazz and his operatives from the search for Mater, and they'll accompany Skyfire back._

_I'm taking off as we speak,_ Skyfire chimed in. _ETA twenty minutes._

_I'll send the Protectobots out to engage the Decepticons,_ Prowl added. _Hopefully that will buy us enough time._

_Hopefully, _Prime echoed balefully, raising his gaze to watch the track again. In trying to save their friend here in this town, had they just doomed Autobot Base to destruction?

* * *

_This is too easy,_ Lightning thought as he turned the first corner of the second lap, slowing just enough to not risk losing control and spinning out in the dirt. Chick hadn't managed to get closer than a few feet from Lightning's rear bumper all through the first lap, and though he shouted plenty of derogatory comments at the red racer, he made no move to ram or bump him or pull any of his usual dirty moves. It was as if he wanted to lose... though why he'd want that when he'd gone to so much trouble to stage this rematch was beyond him.

He leaned into the second turn and heard Chick curse loudly as the move kicked up a spray of dust into the Buick's face. Maybe Chick was just trying to toy with him, lull him into a false sense of security so that he'd make a serious mistake later on in the race. That wasn't his usual tactic, but then, maybe he was finally wising up that playing dirty wasn't a successful technique in the long run.

_Hot Rod to Lightning, come in Lightning!_

_Rod? _He chanced a quick glance at the bluff, which proved fruitless since Hound's holograms were still holding strong. _What is it? Did Jazz find Mater?_

_No, and Prime's recalling the search parties, _Hot Rod replied._ The Ark Base is under attack!_

Lightning had been about to demand why Prime was calling off the search, but Hot Rod's announcement shut him up quickly. _What? So this was all a setup?_

_It looks that way,_ Hot Rod replied balefully. _Our group is going to stay here just in case Chick pulls something dirty, but the rest of the troops are heading back to base. Just hoping they get there in time... Primus on a stick!_

_What is... _began Lightning.

The cause of Hot Rod's outburst made itself apparent soon enough - something huge and bright green landed on the track ahead. Lightning slammed his brakes, sending himself spinning off the track and into a tangle of sagebrush. What the scrap just happened...

"How's that for a trick, rookie?"

Lightning backed out of the brush and turned to stare at the being blocking the track - a green and black Cybertronian. He crouched on the track, glaring at the red racer through a scarlet visor, a wicked sneer on his metallic face. Despite being worn by a different mechanism entirely, that expression belonged to only one other being that Lightning was familiar with... but it couldn't be...

"Chick?" he exclaimed.

"So you got some smarts in there after all," Chick replied with a nasty chuckle. Then his visor flashed, and a hateful expression took over his faceplate. "This is your fault, you know... and I'm gonna make you pay for what's happened to me! I'll take it out of your chassis!"

"You gotta catch me first!" Lightning retorted, and he pulled a quick U-turn and took off. Chunks of rock and hard-packed dirt rained down on him as Chick fired on him, but he didn't slow down.

_Prime!_

_We know, Lightning, we know!_ Prime replied, obviously just as stunned by this latest twist as the racer was. _Autobots, attack! Subdue Hicks! Lightning, Doc, Sally, get back to town now!_

Doc didn't need to be told twice - he took off after Lightning, just slightly behind the younger racer. Sally made to follow, but she was unused to driving offroad, and she lagged behind. Chick was quick to take advantage of this, pouncing and clapping a hand on top of her to halt her progress. She gave a frightened cry that made Lightning skid to a horrified stop.

"Sally!" he cried, pulling a tight U-turn.

"Chick, unhand the vehicle!" Prime ordered, halting fifty feet from the green mech and leveling his pistol at him. Behind him, the other Autobots on his team readied their own weapons.

Chick curled his lip in a sneer. "Don't be stupid, Auto-bolts. Put the guns down or I crush her like an empty oil can!"

Prime lowered his gun but kept ahold of it, motioning for his troops to stand down. "Don't do this, Chick. Whatever deal you've cut with Megatron, it's not worth it."

"What do you care?" Chick snarled. "You're all on the rookie's side! I told him to come without backup, and he screwed up. He's gotta pay for that." His snarl became a wicked chuckle. "I think the lady'll suit nicely as payment."

"You wouldn't dare," Hot Rod protested.

"Watch me, Witwicky," Chick retorted, and he moved to pick Sally up.

Sally wasn't able to break free of Chick's grip, but neither was she going to be taken without a fight. When Chick tightened his grip on her, she grabbed one of his fingers in her teeth and clamped down hard. The Buick yowled in pain - then very nearly dropped her when Lightning smashed into his ankle.

"Let her go!" Lightning barked, backing up to ram him again, trying to ignore the rattling pain in his engine block from that blow.

"Lightning, get back!" shouted Hot Rod.

Chick belted out an awful laugh, raised his foot, and brought it down hard on Lightning's hood.

Pain exploded through his chassis, and the horrible crunch and squeal of metal impacting against metal drowned out any sound of pain he might have made. His vision blurred as a spiderweb of cracks erupted before his eyes. Scrambled thoughts flickered through his mind before the pain overwhelmed him, blackness overtaking him.

* * *

"LIGHTNING!"

Chick lifted his foot, regarding the appendage as if he'd stepped in something foul, ignoring the horrified cry of the vehicle he held in his arms. Then he grunted and kicked Lightning's mangled chassis, sending him skidding a good fifty feet. "Pathetic..."

"You slagging son of a glitch!" growled Sideswipe, lifting his gun again.

"I said drop the guns!" Chick barked. "Or the Porsche gets the same treatment!"

"You think we're stupid?" demanded Springer.

"Autobots, do as he says," Prime ordered, lowering his own gun to the ground. "It's not worth it."

Chick waited until the entire group had lowered their weapons. Then he tucked Sally under one arm, his gaze never leaving the Autobots.

"Follow me, she dies," he said simply, and then leaped into the air, antigravs kicking in as he soared away.

Hot Rod broke away from the group and ran to Lightning's side, hitting his knees. His fuel tank turned at the sight of his friend's mangled chassis - his entire front end was flattened, oil and other fluids pooling beneath him and staining the hard-packed earth. His windshield was shattered, obscuring his eyes, and his front tires splayed at weird angles, doubtless from a badly broken front axle. Something faintly hummed in his ruined engine, the only sign that Lightning still clung to life.

"Primus..." he choked, reaching out to scoop him up.

"Don't move him!" Doc barked, pulling forward to put himself between Hot Rod and Lightning. "Not until I make sure he's stable. You could do more harm than good touching him at this point." He sounded far more gruff than Hot Rod had ever heard him - a sign that he was trying to hide his worry.

"Chick a 'Con... I had no idea Megatron was that desperate," Hound murmured.

"We'll deal with Chick later," Prime replied. "For now, all troops prepare to move out to the Ark..."

A voice pinged over the radio just then, a female voice faint with exhaustion and despair.

_Autobots, come in, Autobots, come in... Autobots, do you read me..._

_Arcee? _Hot Rod replied, a new fear clutching at his spark now. _What's wrong? You sound awful..._

_Thank Primus, I've gotten through, _she replied, relief warming her voice slightly. _Soundwave must have left._

_Soundwave?_ Hot Rod repeated, stunned.

_Explain the situation, Arcee,_ Optimus cut in. _Did something happen in Radiator Springs?_

_You could say that_, she replied in a defeated tone. _The Delinquent Road Hazards paid us a visit... but Prime... they're Decepticons now. I don't know how they did it, but they've gained the ability to transform... and other abilities as well..._ Her voice trailed off.

_Oh slag,_ Hot Rod swore, bringing a fist down on the ground in anger._ Not them too!_

_Arcee, _Prime pressed. _Is everyone all right?_

_Ironhide and Luigi are in bad shape,_ she replied. _There are other injuries, but not too serious... the town... the town's gone._

Prime's optics widened at the news. _Gone? What do you mean?_

_Everything's been destroyed. What they didn't tear down, they set on fire. Red did his best to save what he could, but it wasn't enough. Radiator Springs has been completely destroyed._


	9. Chapter 9

"Coulda been a lot worse, you know," Kup said gruffly, folding his arms across his chest. "We're lucky nobody was offlined in the battle, especially since those thrice-blasted Deceptibums came out of fraggin' nowhere. Ark's a loss, though."

"And with it Teletraan-1," Prowl noted gravely. "Megatron's troops were... thorough."

"Red Alert did manage to upload Teletraan's memory banks to a secure location on Moon Base Two," Ultra Magnus offered, trying to restore some measure of hope. "Once we re-establish ourselves here, we can reconstruct it."

"That's not a priority at the moment," Prime replied. "Our first priority is to repair our wounded and rescue our allies. Once everyone is out of danger, then we'll worry about rebuilding."

All Autobot officers were gathered in the largest available room in the Wheel Well, a conference room that had once served as a convention center. With the Ark base gone, there was no reason to keep troops at both locations, so once Megatron and his troops departed Skyfire transported all remaining personnel to Radiator Springs. The influx of vehicles meant that between the Autobots and the Radiator Springs refugees, the Wheel Well was at maximum capacity, but at least with all their troops consolidated in one place, Prime hoped they would at least stand a chance if Megatron returned to finish the job.

_Not if, _Prime corrected himself. _When he returns. This was only the first strike - he'll be back to complete the job._

"Boss-bot, got some bad news," Blaster piped up.

"Has any news been anythin' but bad today?" groaned Jazz.

"Just got off the horn with the military," Blaster continued, ignoring Jazz. "They ain't too happy with the mess goin' down here and in Oregon. They're on their way."

"Oh good," Kup muttered sarcastically. "We'd sure hate them to fraggin' kick our afts off the planet over the phone."

"Enough, Kup," Prime told the old warrior. "If anything, we need the military's help here. They can help us rebuild the town and defend the civilians."

"You really think that will happen?" asked Ultra Magnus with a skeptical look.

"We can hope," Prime replied. "We can hope that once they see how dire the situation is here, they'll set aside their distrust of us long enough to help."

"Either that or they'll boot us offworld and hope the 'Cons follow," Kup remarked, still determined to see things in a darker light.

"We will deal with the government and the military when they arrive," Prime said firmly, cutting the pickup off. "Until then, our top priorities are to repair our wounded and prepare Radiator Springs..."

"What's left of it," muttered Jazz.

"...for another attack. Megatron WILL return, and we must be ready. And above all, we must defend the citizens of Radiator Springs. We failed them once. We can't do so again."

* * *

There seemed to be no way out of the darkness that enveloped Lightning, try as he might to escape it. Time and again he fought his way to awareness, catching glimpses of worried car and Autobot faces and snippets of frantic conversation, and struggled to cling to consciousness with all his strength. But something always seemed to plunge him back into blackness again, either his own exhaustion or the hands of a medic. It was so tempting to just give up, to sink down into the darkness and let it overtake him, but something wouldn't let him. Somehow he knew if he gave in to the pain and darkness, he'd never come back out.

And if he gave up on himself... he'd give up on Mater and Sally. For them, if for nothing else, he had to keep fighting.

It might have been hours later, or even days, when he finally opened his eyes and was able to keep them open. Ratchet and Doc looked on with grim expressions, but the Autobot medic wasn't reaching for the shutdown device, so that had to be a good sign. His entire chassis throbbed in pain, and something whined ominously in his engine, making him wince.

"You with us, rookie?" Doc asked, his voice oddly gentle. "Can you hear me?"

"Yeah," Lightning replied with a groan, wincing as he shifted his tires and felt a stab of pain in his front axle. "Ow... everything hurts..."

"That'll happen when you get stepped on," Ratchet noted. "You're a lucky mech, you know. Doc Hudson and I weren't sure we'd be able to save you. We had to jumpstart you twice."

"As it is, we still have a lot of work left to do," Doc noted. "It'll have to wait until we can get the parts in. But at least you're out of danger."

Lightning glanced around, confused. "Where am I? This isn't Doc's clinic."

Doc and Ratchet exchanged a look, as if wondering if they should break the news. Then Doc sighed and spoke again.

"Lightning... the clinic's gone. The whole town's gone. Whatever Megatron did to Chick... he did to the DRH. They leveled the town while we were all distracted looking for Mater."

He might as well have rammed Lightning in the side. It would have had the same effect on him. He stared at Doc, then at Ratchet, silently pleading for him to deny the Hudson's words.

"It's true," Ratchet said grimly. "Everything's gone. We've got the twins going through what's left for any salvagable supplies and tools, but there's not a lot left to scavenge. As for where you are now... we're in a medic's tent just outside the Wheel Well. It's far enough outside town that it survived the DRH's attack, and it'll give everyone a place to stay until we can figure out where to go from here."

Lightning glanced around the tent, wondering who else had been injured in the destruction and hoping beyond hope that they weren't seriously hurt. Wheeljack and First Aid hunched over Ironhide's slashed and mangled form, trying to piece the van back together, while Perceptor worked to reattach Arcee's legs. Seaspray, Red Alert, Skydive, and Inferno sat in the back of the shelter, awaiting their turn for repairs. They all seemed to be in one piece, at least, though Inferno gripped his arm as if trying to hold it on and half of Seaspray's mask had been blown off by a point-blank blast. Parked to Lightning's right were three of the town's residents - Luigi, Ramone, and Lizzie, all unconscious, Guido and Ramone with their hoods open for repairs and Lizzie missing two wheels and half her roof. His fuel tank clenched at the sight, and he clamped his eyes shut, not wanting to see any more.

"Calm down, rookie," Doc said reassuringly. "They look bad now, but they'll be fine. And just be thankful nobody was killed. Was pretty touch-and-go for a few of them, though..."

"Mater," Lightning interrupted, opening his eyes and turning to face Ratchet. "Did anyone find Mater? Or get Sally away from Chick?"

Ratchet shook his head. "We had to call off the search to send troops to the Ark, remember?" he reminded the racer. "And Chick escaped with Sally. I'm sorry."

"Then this was all for nothing," he realized, anger beginning to burn away his shock and grief. "Radiator Springs is gone, the Ark was attacked, and it was all for nothing!"

"Lightning, please calm down," Ratchet ordered, raising his hands in a placating gesture.

"You expect me to calm down?" Lightning snapped with a furious rev of his engine, wincing as that action sent fresh stabs of pain through his chassis. "Chick and the Decepticons have the two people I care the most about, and you're telling me to calm down?"

"Lightning McQueen!" Doc barked, pulling between Ratchet and Lightning. "That's enough out of you! You think you're the only one to lose something in this fight? Sally and Mater are our friends too. We're just as worried about them as you. Not to mention we've all lost our homes and livelihoods... and the Autobots have lost their home base."

He'd opened his mouth to retort, but Doc's last statement silenced him instantly. "What?"

"It was an ambush on multiple fronts," Perceptor put in, looking up from his work with a grave expression. "Megatron and his forces initiated an assault on the Ark Base on the western coast of this continent. The damage was extensive enough that it will be some time before the base is habitable again."

"I... I'm sorry," Lightning said quietly. "I didn't know..."

"Sorry doesn't repair a wounded 'bot," Ratchet interrupted, waving Lightning off. "I've gotta get back to work here. Doc, you helping or what?"

"In a minute," Doc replied, then turned back to Lightning. "Rookie... I'm sorry." He remained quiet a moment, as if trying to figure out what to say next, then gave a weary sigh. "Get some rest. It'll help you recover." He turned and followed Ratchet to Luigi's side.

"Lightning?"

Wincing as the movement sent fresh waves of pain throug his chassis, Lightning turned to see Hot Rod at the entrance of the medical tent, crouched down in his bipedal form, looking upon him with a worried expression.

"I'm fine, Rod," Lightning told him shortly, and maneuvered himself around so he was facing the back of the tent. Every stroke of his engine hurt, and his front axle ached badly, but he didn't say so to Hot Rod. The last thing he wanted was the other racer's pity right now.

"Lightning, I'm sorry," Hot Rod told him.

"Sorry doesn't fix it," Lightning replied, echoing Ratchet's words. "Leave me alone."

"Lightning..."

"I want to be alone right now, Rod!"

Hot Rod sighed. "Fine... but if you need to talk, find me, okay?"

Lightning didn't reply. He heard the scarlet Autobot sigh deeply, then the shift of metal as he moved away from the medical tent.

He knew the Autobots meant well, and part of him felt guilty for blowing his friend off like this. But another part of him frankly didn't care, and was just relieved that he'd gone without a fuss. He just wanted to be left alone to plan his next move... or stew in his own thoughts. Either option appealed to him at the moment.

* * *

Hot Rod trudged off in the direction of the town, his gaze on his feet as he went. Part of him felt that he should go back to Lightning and try to talk to him, but at the same time he knew he had to give him space. Still, he hated seeing him so crushed... and hated not being able to do anything about it. Normally he could manage to cheer up any of his friends when they were feeling down, lightening the mood with a stupid joke or an assurance that everything would turn out all right. But any attempts at humor or comfort right now felt rather hollow and meaningless.

He lifted his gaze to regard Radiator Springs, and regretted it instantly. Where there had once been a dusty but thriving roadside community, there now only lay charred rubble and the blasted shells of the few buildings that hadn't collapsed in the attack. Sideswipe, Sunstreaker, and Mack moved through the remains of the town, searching for anything scavengable, their scarlet and yellow paintjobs the only spots of color amid the ruin. A smear of oily black smoke still hung in the sky, almost as if the ghost of the town remained behind to haunt the rubble. The residents that hadn't been damaged in the attack gathered around the outskirts, silently staring at what remained of their homes, huddled together as if to share what comfort and protection they could muster for one another.

"What a mess."

Hot Rod turned to see Sherrif parked beside him, his gaze fixed on the ruin that had once been his hometown.

"What a mess," the police car repeated. "Town that took years to carve out of the desert gone in a matter of minutes. Not just the town either - people's lives are gone too."

"No one died," Springer protested, driving up at that moment. "That's one small blessing, right?"

"You don't have to die for your life to be destroyed, son," Sherrif retorted gruffly. "Sure, everyone's alive and ticking, but what have they got to live for now? Their homes, their livelihoods, they're all smashed to pieces now. Even if they could relocate somewhere else, it won't be the same." He looked as if he wanted to continue, but simply ended the sentence with a dismal sigh.

"Oh," was all Springer had to say in reply.

"We can help you rebuild," offered Hot Rod in a small voice. "I... I can't speak for the Prime or any other officers... but I doubt they'd just leave the town like this. We brought the fight to Radiator Springs... the least we can do to repay you is fix the damage."

Sherrif's eyes lit up at the offer, but his voice remained gruff. "We'll see, won't we? We still got your sadistic friend to deal with. Prime's convinced Megatron'll be back."

"We'll deal with him," Springer replied, offering a hopeful smile. "And this time we'll give him an aft-whoopin' he won't soon forget."

"Sure hope you're right," Sherrif replied, then returned his gaze to the town.

"How's Lightning?" asked Bluestreak, driving up to join their group. "He looked awful when you guys brought him back from Transmission Flats..."

"He's alive and stable," Hot Rod replied. "He's going to need a LOT more work done on his chassis before Ratchet'll let him out of his sight, though." He hesitated, wondering if he should be giving this information, but then decided it didn't matter at this point. "Doc says the damage is extensive enough that even after repairs, he may never race again."

"But... but can't Ratchet fix him up?" asked Bluestreak, eyes wide. "They can replace all his broken parts and make him new again, can't they? We've got to get him back on the track, racing's his life, it'll kill him to not be able to race again..."

"Earth vehicles aren't like us, Blue," Springer replied. "Once they're totaled, it takes a LOT of work to get them running again. And they'll never operate at the same standard they did before they were wrecked."

"That's awful," Blue said quietly. "Poor Lightning."

"Poor everyone," Sherrif huffed. "Everyone acts like Lightning's getting the worst of everything here, but everyone else has lost something here too." He sighed deeply. "I feel for the kid, don't get me wrong... but others were hurt too."

"We know," Springer replied. "It's just... he's not only injured, but lost his friend and his fiance. That's got to be hard on him."

Sherrif snorted, but he didn't argue with the green Coronet, which Hot Rod took as a good sign.

The four of them stared at the ruins for a few moments longer. Hot Rod knew he and the other Autobots should probably go report to Prime or Kup for further orders, but he really didn't have much of a desire to take orders at the moment. Surely the officers couldn't begrudge him a few minutes to pay his respects to the town.

"What's everyone lookin' at?"

Hot Rod turned to answer the speaker - and froze, his mouth hanging open. It couldn't be...

"Oh, just looking at Radiator Springs," Bluestreak answered absently. "Or what's left of it, though hopefully we can rebuild it, it shouldn't be too hard, right? Though we've got to go rescue our friends first, and try to cheer Lightning up, he's in really bad shape, and he's still really depressed that the Decepticons have got Sally and Mater... Mater!"

Hot Rod rebooted his optics, wanting to be absolutely sure of what he was seeing. The reboot changed nothing - Mater stood before them, looking a little grungier than usual but otherwise not much worse for the wear. He grinned and waved a tire, as if he'd just returned from a short vacation rather than a Decepticon abduction.

"Mater!" Hot Rod exclaimed. "You're alive! And you're back!" And he dove forward and scooped the tow truck up in his arms for a hug, not caring that Springer was watching and would likely tease him about this for the next planetary cycle.

"Hey, ow!" Mater yelped. "Careful, one-a those triple guys took a shot at me an' scorched my fenders..."

"Sorry," Hot Rod replied, carefully setting the truck down. "But you're alive! And you're back!"

"Mater!" Sherrif barked. "What in tarnation are you doin' here? We thought you were a goner!"

"How'd you escape?" Springer demanded. "How'd you get out of Megatron's clutches?"

While Sherrif, Springer, and Bluestreak crowded around the tow truck, bombarding him with questions, Hot Rod made a quick radio call. i_PRIME!/i_

_What is it now? _Prime replied, voice heavy with equal parts exhaustion and dread.

_Mater's back!_

_Back? What do you mean? _Prime sounded stunned, but hope still brightened his tone.

_He managed to get away from the Decepticons somehow! He's outside the medical tent with us!_

_We're on our way out, _Prime replied. _Inform Lightning. Primus knows he could use some good news about now._

_I think this'll do him a world of good, _Hot Rod agreed, and he switched to Lightning's frequency. _Hey Lightning..._

_I thought I asked people to leave me alone, _came the irritated reply.

_Mater's back!_

A moment of dumbfounded silence. Then Lightning lurched out of the medical tent, Ratchet cursing loudly at his rear tires and demanding that he not botch the repairs. He skidded to a stop just beside Mater, a look of disbelief on his face.

"Heya, Lightnin'!" Mater grinned. "Long time no see! Hey, ya don' look so good..."

"I'm fine," Lightning lied, though exhaustion and pain still colored his voice. "Mater, how did you..."

Mater's grin widened, and he waggled his rear-view mirrors. "Backwards drivin'. Looks like th' Decepticons ain't figured out that trick yet either. Just took off while they weren't lookin'. Got shot at a bit, but nothin' a car wash can't handle."

Lightning laughed and bumped Mater's side, relief quickly overcoming his shock. "I'm just glad you're back, Mater... I was beginning to think that maybe... you know..."

"I doubt they would have terminated him," Prowl cut in, pulling up at that moment with Prime, Ultra Magnus, Jazz, and Kup close behind. "It would have made no sense for them to kill their hostage before gaining what they wanted. Though had Mater not escaped when he did..."

"The important thing is that he's alive, and he's returned to us," Prime replied. "At this point we could use all the good news we can get."

A round of excited chatter marked the arrival of the towns-cars, and the Autobots pulled respectfully aside as the residents of Radiator Springs surged forward to welcome their friend home. Even Doc and Ramone emerged from the medical tent to greet him, though Ramone puttered forward on a damaged engine and warped wheels.

"Mater!" Sarge exclaimed. "You've got to tell us how you escaped! Finally, someone else with a decent POW story to tell..."

"Man, we thought you were toast," Ramone noted.

"Hey, y'all right, Ramone?" asked Mater, looking the dented Impala over with a worried expression.

"Aw, nothin' a lil' Bondo and a new paintjob can't fix," he assured the tow truck.

"Honey, you shouldn't be out and about on those wheels!" Flo exclaimed, doing her best to nudge him back to the medical tent.

"Hey baby, can't a guy say hi to his buddy?" Ramone protested. "'Specially when we thought he was a goner..."

"Hey Lightnin', almost forgot," Mater said suddenly, turning to the racer. "Y'all didn't have th' wedding without me, did ya? Not like you coulda had it without th' lugnut bearer, right?"

Lightning's smile faded, and the look of pain on his face made Hot Rod's spark contract in response. He spoke up then to spare his friend from having to break the news.

"They cancelled the wedding," he explained. "And... Sally's been taken by the Decepticons."

Mater just stared at the Firebird a moment, stunned silent by the news. "Oh," he finally replied. "Uh... well, maybe we can go rescue her?"

"That's one of our goals," Prowl acknowledged, "but we took heavy damages from the Decepticon attack. Most of our resources will need to be utilized for repairs and defense should they attack again..."

"I can help!" Mater insisted. "I can give y' guys a hand rescuin' Sally... or maybe a tire... wait, I can give y' a hand now, thanks t' Hook an' his buddies!" He grinned from fender to fender. "Watch this!"

Hot Rod's jaw dropped in shock as Mater's chassis abruptly unfolded into a tangle of vehicle parts and robotic limbs. Metal ground and squealed in protest as the tow truck struggled to shift his parts, but something appeared to be jammed.

"What in tarnation..." muttered Sherrif.

"Dangit," Mater muttered, his voice muffled from wherever it was coming within his half-transformed chassis. "Y' guys make it look so dang easy..."

"Take it slow, man," Jazz advised, transforming to his own robot mode and kneeling beside Mater. "Your gonna hurt yourself if ya try t' force it. Kup, you're a truck, gimme a hand here."

"You get this a lot with the newbuilts," Kup noted, crouching next to the tow truck and gently easing a twisted joint back into its proper configuration. "Or someone who's had his alt mode changed. Their transformation program gets scrambled, wires get crossed, and you're left with a mess to sort out. Easy now..."

With a little help from Jazz and Kup, Mater finally managed to get his parts unsnarled, and he got to his feet with Jazz's grip on his arm to steady him. Hot Rod finally realized his mouth was hanging open and shut it, though he continued to stare. Mater just grinned back proudly, a little shaky on his newly acquired legs but seemingly proud of his new form.

"Chrysler above," Doc marveled. "They did it to you too."

"Yeah, they got Chick about th' same time, I think," Mater noted, reaching back to rub the back of his helm. "Kinda weird-feelin', but pretty dang cool once ya get used t' it... an' maybe I can give th' Bots a hand fer real now, seein' as now I got a hand to give..."

"Why would they do this, though?" Ultra Magnus demanded. "Turning Chick and the DRH into Decepticons I could understand, but Mater is allied with us. What did they hope to accomplish?"

"He must have been a test subject," Prime realized. "They did it to him first to make sure they could do it right, then rebuilt the others. That's the only explanation that makes sense."

"Unless they planned on brainwashing him or reprogramming him later to make him one of them," Prowl added. "Knowing that the Decepticons are able to turn this planet's mechanisms into Decepticons... it's a disturbing development."

"So are we going to try to fix Mater?" asked Doc. "Get him back to normal somehow? If this was done without his permission..."

"Naw, it's cool, Doc!" Mater insisted. "Look, I got hands now!" He raised one arm enthusiastically, only to accidentally smack himself in the faceplate with it. "Ow..."

Lightning had been oddly silent during this whole display, and Hot Rod noted with a twinge of alarm that the scarlet racer wore a rather thoughtful look on his bumper. His front end bobbed in a nod, as if he'd come to a decision, and he turned to Ratchet.

"Could you do this, Ratchet?" he asked. "Could you rebuilt a car to be an Autobot?"

"Possibly," Ratchet replied. "Can't be too much harder than building an Autobot from the ground up... oh no you don't, Lightning! Don't be getting any ideas! I'm NOT playing mad scientist on you!"

"Don't be stupid, Rookie," Doc added firmly. "I know you're upset about Sally, but don't rush into something that can't be reversed..."

"I want this," Lightning insisted, his voice low but hard. "As it is now, I'm useless in a fight - even more useless now that Chick totaled me. There's no way I can help in this form. But maybe... as an Autobot... a real one and not just an honorary vehicle... I'd have a chance."

"Lightning," Prime replied sternly, "I want you to be absolutely sure of this before you make your decision. As Doctor Hudson said, I'm not sure this procedure can be reversed. If you want to become an Autobot, you will be making a lifetime commitment. Think carefully before you decide."

"I'm sure," Lightning insisted. "I want this. If it helps me rescue Sally, then it's worth it."

Doc sighed deeply. "If you're so insistent on putting your chassis on the line, kid, then someone needs to make sure you don't do anything too stupid." He pulled up alongside Lightning. "I'll make the change too."

Ratchet's mouth fell open. "This is a joke, right?"

"Doc, you don't have to..." began Lightning.

"I know I don't have to," Doc cut in. "But I feel this is the right choice. I'm an old model. Don't have a family to worry about, don't have attachments beyond this town, and don't have a lot of miles left on me. I'd like to do one more thing of note before I end up in the junkyard, and if that one thing is becoming an Autobot and helping guard the aft of a hotshot young rookie... then so be it."

Lightning managed a smile. "Thanks, Doc... that means a lot to me."

"'Ey, count me in too," Ramone piped up. "If the Autobot look's what's in, I'll go for it. B'sides, I owe those 'Cons an aft-whuppin'."

"Ramone!" Flo protested, eyes wide with shock. "Honey, are you out of your mind?"

"Baby, Lightning can't do this alone," Ramone insisted. "He's gonna need every set of tires he can get out there." He glanced up at Mater. "Tires AND hands."

"I almost lost you once," she said angrily, windshield fluid building up in her eyes. "I won't risk losing you again, baby."

"I'll be all right, baby," Ramone said soothingly, pulling up and nudging a fender against hers. "Trust me."

She only pressed against him, mouth set in a hard, worried line.

"Better count me in as well," Sarge said gruffly. "If we've got one more war to fight, I'd better make sure I have the right gear for the job, after all."

"You know," Fillmore said thoughtfully, "maybe I should sign up for this too."

"But Fillmore, you hate fighting!" Flo pointed out.

"Yeah," he agreed, "but it sounds like there's got to be a little fighting to make sure things stay peaceful." He puzzled over that statement a moment, as if trying to make it make sense in his own mind, then he shrugged on his suspension and pulled forward to join the others. "I'll do my bit, if it means saving the world."

Hot Rod didn't know whether to feel pride or alarm at this turn of events. On the one hand, seeing residents of the town rise up in the face of this tragedy and vow to join in the fight was heartening, and it was far better than seeing Lightning or anyone else in a fog of depression. But on the other hand... was it truly right to change these vehicles so drastically, altering them to the point where they were hardly Earth cars anymore, but closer to Cybertronians? But if they were volunteering for the procedure, surely it couldn't be too wrong... Primus, he had no idea what to think or feel!

Prime finally transformed to his robot form and raised a hand for silence. "If this is truly what you want... then we'll do it."

Ratchet started to protest right there, but quieted with a scowl when Doc nudged him hard in the side.

"I wish we had more time to let you consider this," Prime continued, "but our time is rapidly running out. Skyfire, do we have the necessary supplies for the operations?"

"Hoist and Grapple emptied out our supply stores as much as they could before we evacuated the base," Skyfire replied. "We should have adequate equipment and materials."

Ratchet huffed. "I still don't like this... too much could go wrong. But if everyone's going to insist on this wild gamma-goose chase, then I'm going to insist that Doc Hudson be the first to go. I'll need an extra pair of hands if we're going to get this done in a timely manner, and First Aid'll be too busy fixing the wounded to help."

"That is acceptable," Prime replied. "Autobots, set up a protective perimeter around the Wheel Well. Aerialbots, take to the skies and keep a sharp optic out for approaching Decepticons. Mirage, Hound, Jazz, patrol the outskirts of town. Grimlock, I want your team out in the tractor fields, in case they try to approach from that direction. And residents of Radiator Springs... good luck."

* * *

"And just what were you hoping to accomplish with THIS one, Megatron?" Starscream snapped, arms folded and a disgusted scowl on his face. "The moronic truck I could understand as a test subject. Chick and those punks as disposable soldiers I can also see. But the femme? When she's obviously allied with the Autobots? Are you just wasting our resources now?"

"That will be enough out of you, Starscream," Megatron growled, not taking his optics off the cell and its occupant. "This one's arrival was unexpected... but she fits into our plans nicely anyhow."

Sally glared back at Megatron, hoping her expression didn't betray the fear and bewilderment she now felt. "If you think I'm going to be part of your plan, Megs, get your head examined."

"You already serve our plan, Sally Carrera, whether you intend to or not," Megatron replied. A smug grin spread across his faceplate. "I must say, Hook outdid himself on this one. I am pleased... most pleased."

Sally took a step back, though she was still wobbly on her new feet and nearly fell over with the movement. Part of her was still reeling in shock from waking up to find... this... happening to her. Of all the things she had expected from her capture at Chick's hands, blacking out and then waking up in a Cybertronian body had not been among them at all.

Speaking of Chick... the green Decepticon lurked behind Megatron, frowning thoughtfully. Sally clenched her fists, feeling the urge to rearrange the Buick's face for him. Was this vehicle bound and determined to ruin everyone's lives, simply for the sake of some petty revenge?

"It's unfortunate the Robo-Smasher was destroyed," Megatron noted. "But no matter. Soon, very soon, Hook will have the means to reprogram this one to our cause. This one... and others. The entire population of this planet will be made to serve us!" He belted out a gleeful laugh.

"Aren't you counting your protoforms before they're sparked, Megatron?" Starscream countered in a sour tone. "We still have the Autobots to contend with..."

"The Autobots are weakened and without a base of operations," Megatron countered. "And soft-sparked creatures they are, they still choose to defend that wretched backwater town, despite it being destroyed. We have them in one place now... and it will be simple enough to crush them utterly." Megatron turned to face Chick now. "Prepare your team, Hicks! We move out again at sunrise!"

"Yessir," Chick grunted, nodding.

"What, no whining about how this isn't in your plans and how much of a freak you are now?" Starscream sneered.

"Starscream, shut your trap and get your Seekers ready for combat," Megatron barked.

Starscream stalked out with a grumble. Megatron strode out close behind. Chick waited until both were out of sight, then turned back to Sally, stepping up to the bars of her cell.

"Come to gloat?" she demanded, giving him a cold glower.

"Nothin' to gloat about," Chick replied.

"You've got what you wanted," Sally went on bitterly. "You've taken Mater, and you've gotten back at Lightning... maybe even killed him." Her internals shuddered at the thought of that, and she felt fluid building up in her optics. "What more do you want from him? From me? Haven't you caused enough pain?"

"You think this was all my idea?" Chick demanded. "I thought this would just mean a rematch against Lightning! I didn't know Megatron had all this in mind!" He waved a hand at himself, then at Sally's new robotic form. "And I sure didn't sign up for this world takeover deal he's got either! I just wanted some payback... and I got suckered into this mess." He punched the bars of her cell, yowling as the plasma energy scorched his fist. "And the worst part? I can't get out. If I try to back out of this deal, he'll kill me. I'm stuck here."

Sally opened her mouth to retort, but found she couldn't bring herself to say what she desperately wanted to say. For all that she wanted to tell Chick that he deserved whatever he got, she realized that she wouldn't wish this fate on anyone, even him. Though that didn't excuse what he'd done to Lightning or Mater... or the fact that his and Megatron's little plan had disastrous consequences for the Autobots and Earth, no matter how small Chick's involvement in said plan was.

"Yo Boss, what's the holdup?" demanded DJ, poking his head into the brig.

"I'm comin', hold your fraggin' horsepower!" Chick shot back.

DJ snorted but walked off.

"So you're on his side now?" Sally asked. "You're truly a Decepticon?"

Chick scowled. "Not like I got much of a choice." His visor met her optics. "Least you still got a choice. Make the right one while you still can."

And with that cryptic statement, he turned and strode out of the brig... but not without dropping something in front of her cell. With a start she recognized what it was - the key card to her cell.

_Still a jerk and a fool,_ she thought, kneeling and stretching her arm through the bars to reach the card. _But maybe there's still some hope for him._


	10. Chapter 10

"Lightning, can you hear me?"

Lightning stirred, awareness returning slowly after a deep, dreamless sleep. Lights flashed behind his eyelids, forming strange symbols that arranged themselves into neat, glowing rows. His wakening mind somehow made sense of the symbols, translating them as system readouts, energy level notifications, damage reports. He felt strange - not in pain, but as if he weren't assembled correctly and his engine was wired up all wrong. Dazed, he tried to recall if he'd been in an accident.

"Lightning, are you awake?"

"He's moving, so at least his responses are functioning... that's a good sign."

"Gotta get him fully online before we can run further tests..."

Tests... the procedure! The operation to give him a robotic form must be over. How much of a success had it been? He certainly felt different, but whether it was a good different or a bad different he wasn't sure yet.

He opened his eyes. A Cybertronian was leaning over him, concern glowing in his deep blue optics... but it was a Cybertronian he'd never seen before. A sleek mechanism with navy blue armor and a helm similar to Prowl's but with a silver chevron rather than red, he gazed upon the red racer with a look of expectation, tinged with concern.

"Who..." Lightning began.

"He's awake!" the mech called over his shoulder to someone out of sight, and with a start Lightning recognized the voice.

"Doc!" He felt his jaw drop open. "Doc, is that you?"

Doc Hudson chuckled. "Weren't you paying attention? I was the first to get the procedure done."

"I just... wow. You look good. Uh, I mean... Ratchet and 'Jack did a good job..."

"As good as could be done under the circumstances," Ratchet replied, and he reached down to grip Lightning and haul him upright. "All right, now that you're online, out of the berth. We've got a lot of work still to do."

"Hey!" Lightning yelped, flailing as the world rocked crazily around him. Dimly he was aware of extra limbs, of new systems to help him maintain his balance and operate his new appendages, but he couldn't seem to control any of them. He felt something on his right side give out, and he fell against Doc Hudson.

"Whoa, son," Doc advised, grabbing his shoulders to steady him. "Relax a bit. Focus on one thing at a time. Balance first."

"Ack!" Lightning squawked as Doc released his grip, leaving him flailing his arms and wobbling precariously from side to side on his new legs. He swayed on his feet, struggling to right himself. Somehow he managed to keep from falling over, but it took all his concentration to stay upright, knees bent and arms outspread to keep his balance.

"You'll get used to it," Wheeljack assured him, wiping his grease-smeared hands on a rag. "Took Doc Hudson a little while to get the hang of it, but he nailed it pretty quickly. Hey Doc, turn him around so he can have a look at what he looks like now."

Doc obliged, gripping Lightning's shoulders and turning him to look at Ratchet's workbench. Lightning had expected to see a mirror there, but instead a holo-image shimmered in the air over the bench, a holo-image of a red carbot with a sleek frame, a crested helm similar to Ironhide's, and a cocky smirk on his face. A white 95 had been emblazoned on his chest, backed by a lightning bolt and with an Autobot crest between the two numbers.

"Well?" asked Doc, raising an optic ridge. "What do you think?"

"I think I look good," Lightning noted, feeling a grin similar to the holo's tug at his lips. "Think I pull this look off."

"Good to know, Tracks," Wheeljack teased, tossing his rag onto a bench. "Two down, three to go."

"Five," Ratchet corrected with a sigh, wincing as he leaned back to work a kink out of his spinal struts.

"Five?" Lightning blinked in confusion. "I thought it was just Ramone, Fillmore, Sarge, and me and Doc..."

"Flo's insisted that if her husband undergoes the operation, she does too," Ratchet replied, his look of exasperation speaking his opinion on the matter. "No one could talk her out if it either. And Luigi volunteered the moment he came to." He gave another weary sigh. "At this rate, we'll be working on the entire town before we're through."

"That's a bad thing?" asked Ironhide with an amused chuckle, looking up from examining the weld marks on his chest and torso.

Ratchet snorted. "Aside from the fact that this is a drastic procedure and one I've never attempted before now, I'm not even sure we have enough parts on hand to do this to the entire town," he complained. "Our supplies aren't infinite, and our wounded took first priority."

"Didn't Skyfire bring in a load of parts from your Ark base?" asked Doc.

"Yeah, but we're going through those pretty quickly," Ratchet replied. "Just hope they hold out until we've done everything we need to do. Ironhide, get your aft out of here so we can free up the berth for the next patient. Perceptor, run some tests on the hotshot here. Doc, Wheeljack, bring Ramone in and get him offline so we can start..."

Lightning jumped, nearly losing his balance again, as something beeped insistently just behind him. He turned to see Lizzie on the berth behind him, wires trailing from her chassis to various monitors and readout screens. The monitor responsible for the ominous alarm displayed only a single flat line.

"Fraggit!" Doc pushed Lightning to the side, making him stagger, and rushed to Lizzie's side. "Her engine's died completely!"

"First Aid, I need jumper cables stat!" Ratchet barked, rushing over as well.

"What do I do?" asked Lightning, grabbing onto the workbench to keep his balance.

"Stay where you are," Wheeljack advised. "You could do more harm than good at this point."

"But..."

"Do what he says!" Ratchet demanded, clamping the cables to Lizzie's engine. "Perceptor, power now!"

Perceptor threw a switch, and the air over Lizzie's chassis hummed eerily as energy coursed through the lines and into her battery. Her headlights flared briefly, but there was no other reaction.

"Again!" Ratchet barked. "Increase voltage!"

"A higher voltage could damage her battery beyond repair," Perceptor protested.

"Increase voltage!" Ratchet roared. "If we don't get her engine to turn over, her battery won't matter!"

"Yes, Ratchet," Perceptor replied worriedly, and he cranked a dial higher and threw the switch again. Her headlights blazed again, and for a moment her engine sputtered as it struggled to turn over, but it went silent as soon as Perceptor cut the power.

"Ratchet, please let me help..." Lightning pleaded.

"Fraggit, get out!" Ratchet snapped, grabbing a power pack off a nearby table. "Doc, get Ironhide and Lightning out of here! I need all my concentration for this."

"But I've got to be sure she's okay!" Lightning inisisted.

"No patient of mine is going to die under my watch," Ratchet said fiercely. "Not if I can help it. Now get out!"

Ironhide looked worriedly at Lizzie look before walking out. Lightning followed, focusing on moving one foot in front of the other as best he could. Doc followed close, but stopped at the door.

"We'll let you know how things go," Doc said gruffly, and he turned back into the room.

Lightning turned to face Ironhide. The Nissan wore an expression he'd never seen him wear before - a look of utter helplessness. He knew Ironhide often kept Lizzie company, but he'd always assumed it was simply to humor the old car. He hadn't realized until now that the warrior had a soft spot for her.

"Do you think she'll be okay?" he asked.

"Primus, let's hope so," Ironhide sighed. "May be that the only way t' save her is t' do what was done t' you. 'Specially if they need Cybertronian parts to keep her goin'."

"You mean... make her an Autobot?"

Ironhide didn't answer, only shrugged a little and walked off. Lightning watched him go, Ironhide's comment still ringing in his mind. If the Nissan's theory panned out, it would mean one more resident of the town following in his footsteps - almost literally - whether she wanted to or not. While it gratified him to know that such an operation would mean that Lizzie would survive, it also worried him. Because once they'd rescued Sally and routed the Decepticons... what then? What fate was there for a bunch of mechanisms who weren't true Cybertronians, but weren't quite cars anymore?

* * *

Morning dawned clear and cold over the remains of Radiator Springs, silvery light casting the burned and shattered buildings in eerie shadow. Pockets of mist - morning fog or lurking smoke from still-smoldering "hot spots" in the wreckage, who could say? - clung to the ruins, obscuring some of the worst damages. There was no sign of movement, no flicker of headlights. An observer might assume that the residents had abandoned the town in the wake of the terrible battle, seeking refuge elsewhere.

Megatron knew better. He wasn't a fool, and he had watched this town and its inhabitants for too long to NOT know that it would take far more than one attack, however devastating, to drive these vehicles away from their home. Foolish, very foolish. Their stubbornness would only be their doom.

The Decepticon leader stood atop a butte overlooking the town, his troops muttering and cackling eagerly behind him. The DRH in particular couldn't seem to hold still or shut up, and were already planning out who got to finish leveling which building or hunt down and "take care of" whichever vehicle. Megatron allowed himself a satisfied smile. At least some of this world's mechanisms were eager to serve him, if only because it meant a chance at wreaking much-craved destruction. Others would require a bit more... persuading. But he doubted that would be a problem for much longer.

"You're awfully quiet, Chick," Starscream rasped just behind him. "Having second thoughts?"

"Nope," Chick grunted, folding his arms across his chest.

"Scrapmetal," Starscream retorted. "You have something on your CPU, and it can't be good. Spit it out already."

Chick grunted again, not taking his visor off the ruined town. "Why're we here anyhow? We've already gone and wrecked this place. What more can we do?"

"You fool," Megatron sneered. "It may look a ruin, but the Autobots and their allies remain here regardless. Why I cannot begin to imagine, but their foolishness is our gain." He raised his voice to address the entire force. "Today, Decepticons, marks the completion of our conquest of Cybertron, and the beginning of our conquest of this world! Today, we will eliminate the Autobots and their precious Prime... and there will be nothing to stop us from securing this world as our own! Victory is ours!"

His words elicited a cheer from all but a few of his troops. Chick made no sound, still staring at the wrecked town below with a neutral expression. Starscream, meanwhile, just sneered and looked as if he wanted to make some sort of cutting remark, but he left it unvoiced.

"Decepticons, attack!" Megatron raised his arm and fired his cannon once into the air. "Leave none alive!"

And with that, the Decepticon forces leaped from the butte and dove toward the town, a wave of metallic destruction that gleamed in the morning light. Chick stepped forward to join them, but a black-plated hand clamped onto his shoulder and held him in place.

"Starscream may be a loud-mouthed idiot, but he is right about ONE thing," Megatron said coldly. "You're having reservations about this. I suggest you dismiss them and focus on the task at hand. Distraction only means death on the battlefield, Hicks. As a Decepticon, you would do well to remember that."

"Ain't a Decepticon," Chick pointed out. "I'm a stock racer."

Megatron gave a disdainful laugh. "You think you can go back to your old life, Hicks? Your career is over, and the only vehicle who could have passed as a family to you has forsaken you. You abandoned your old life when you allied with me; you are truly one of us now. And as a Decepticon, you will do as I say, or suffer the consequences. Am I understood?"

Chick scowled but nodded. "Yes... _sir._" And he stalked off.

He released the Buick and turned his attention back to the town, which was finally showing signs of life as Autobots emerged from hiding to defend whatever was left of Radiator Springs. With a chuckle he armed his cannon and fixed its sites onto the first target that presented itself - the infernal Dinobot leader. Oh, this was going to be fun.

* * *

If the roar of engines and thrusters hadn't been enough to alert the Autobots to Megatron's attack, the plasma blast slamming into Grimlock's shoulder certainly got their attention. The Tyrannosaurus flung his head back and gave a frightening bellow, more of rage than of pain, and stormed forward to meet the silver Decepticon's attack. As if that roar had been a war bugle signaling a charge, the Autobots rushed forward, weapons drawn, ready to head off the strike.

Lightning McQueen hefted the unfamiliar weight of a rifle in his arms before running to join the others. It took quite a bit of his concentration to keep ahold of the weapon while running, while at the same time trying to pay attention to his surroundings. And he couldn't grip the gun too hard, either, or he'd run the risk of damaging it. Chrysler, there was so much to remember and focus on when one was a mech... how did the Autobots manage this on a daily basis? At least now he could move about without toppling over - Ratchet said one just had to trust their internal balance system to do the job and not worry too much about it, and he finally took those words to heart... spark. Whatever.

Dirt and asphalt shot up like an earthen geyser not three feet in front of him, and he fought the urge to jump back - an urge that probably would have just landed him on his aft anyhow. He raised the rifle and fired at the attacker, but Skywarp swerved to the side and easily slipped out of his sights.

"That the best you can do, groundpounder?" Skywarp jeered... only to howl in dismay as a load of buckshot tore into one of his tailfins. He winked away in a flash of violet.

"Thanks, Doc," Lightning sighed in relief.

"Take time to aim before you shoot," Doc replied, not lowering the shotgun but instead turning to line up another incoming mech in his sights. "Don't waste ammo or energy just firing blindly."

"You're starting to sound like a wardog yourself, Doc..."

"Just heard enough of Ironhide and Sarge's war stories to pick up a few hints," Doc said dismissively. "Go help the others, 'Hide and Prowl and I have this area covered."

"Gotcha, Doc," Lightning replied, and he sprinted over to the burned-out shell of Doc's clinic. He managed the run without stumbling once, and felt a quick flash of triumph at that. A cream-colored minibot, something like Bumblebee in body shape but with a black helm that bore a set of vents rather than horns, waved Lightning inside, and the red racer sidestepped a pile of still-smoking tires to join the Fiat.

"How goes it out there?" Luigi asked.

"Looks like the entire Decepticon army out there," Lightning replied, ducking inside the charred building. "Prime's guessing this is their big push to get the Autobots off the planet."

An angry voice from the corner chattered angrily in Italian, and a mechanism even smaller than Luigi emerged from the shadows, waving a fist angrily. Slim and rather delicate-looking, the light blue Autobot bore a helm design similar to a cassette's and what appeared to be long silver blades on each arm, almost like the prongs on a forklift. Even with that identifying feature it took Lightning a moment to recognize him, but once realization hit he felt his jaw fall open.

"Guido wouldn't leave _Signor _Ratchet alone until he was given the upgrade as well," Luigi explained. "He had to make do with what leftover parts Ratchet had, but he turned out well, no?" He chuckled at Lightning's stunned expression. "We of Radiator Springs stand together, right, _amico?_"

Before Lightning could reply, a shadow passed over the doorway, and all three of them turned to see Blitzwing blocking the entrance to the clinic, training a gun on them.

"Didn't get the chance to join the first attack here," the triple changer noted with a hint of sadistic glee in his voice. "Was too busy babysitting your CPU-damaged friend. Now it's payback time..."

Guido charged, cursing vehemently in his native tongue as he sank one of his arm-blades into Blitzwing's leg. The Decepticon howled in enraged pain as he lashed out with the wounded limb, trying to kick the forklift across the clinic, but he only buried his other blade into the leg and hung on for dear life. Blitzwing continued to kick and stomp in a frenzied effort to dislodge Guido, to no avail.

Lightning took advantage of Guido's distraction to fire at the flailing Decepticon's back. Blitzwing jerked once and crumpled into an offline heap. Guido jerked his blades free from his chassis and gave him a final kick before turning to flash a triumphant grin back at the others.

"Beware the small ones, no?" Luigi asked with a laugh.

"With ball bearings like that, I'm sure Guido could take on Megatron if he wanted to," Lightning replied, grinning despite himself. "C'mon, let's go do a little pest control ourselves..."

Guido launched into another indecipherable tirade as a violet-plated hand suddenly emerged from the wall, grabbing Luigi around the neck. The Fiat's optics went wide and bright with horror as he struggled against Boost's grip, but he couldn't break free. He could only writhe helplessly as Boost's entire upper body slid through the wall, one arm wrapped around the tire salescar's neck and the other holding a pistol to his helm.

"Let him go!" Lightning barked, raising his own gun to take aim at the violet Eclipse.

"You want his head blown off?" Boost demanded, his finger flexing on the trigger. "Drop the gun, Autobum wannabe, or I drop HIM!"

Lightning kept his movements slow and careful as he lowered his weapon-arm, but his mind - CPU? - was racing. He couldn't just let this punk kidnap Luigi or worse... but how could he rescue him without hurting him further?

"Now scoot," Boost advised, grinning dangerously. "The toy car comes with me. Do anything funny and I put a hole in his head before I take him."

What was stopping him from just leaving with the Fiat right now? Surely he could just pull Luigi through the wall with him... but no, the Fiat didn't have the same abilities as Boost. He couldn't depart the same way he'd come in without relinquishing his grip on his prisoner. Maybe Lightning could work this to his advantage...

"Guido, now!" he barked, as if this had been the plan all along.

Guido must have had the same thought as Lightning, or maybe he was just spoiling for another fight. Either way, he reacted instantly, springing up to grab onto Boost's arm and burying his arm blades in his weapon-arm. Boost yowled in pain and released Luigi, shaking his arm furiously in an effort to dislodge the forklift, but he held on gamely. His body and head vanished into the wall, but his arm remained, slamming Guido into the wall again and again as he tried vainly to yank his arm free of the wall. Guido kept a death grip on the limb, wincing with each impact but still grinning dementedly.

"He's going to kill him!" Luigi exclaimed, staring in horror.

"Not if I can help it," Lightning replied, grabbing something out of the rubble - a set of tire chains. "Luigi, get some more chains and go outside. See if you can tie his ankles. If this works, we may have one less DRH to worry about."

"If it doesn't work..." fretted Luigi, but he didn't argue. He scooped up a handful of chain and dashed outside.

Boost chose that moment to plunge his other hand through the wall, trying to pry Guido off by force. Lightning took quick advantage of the opportunity to wrap the chains around both his wrists and bind them together. Boost roared and jerked his arms back... only to find the chains couldn't pass through the wall, leaving his hands stuck inside the building.

"You're gonna pay for that, slagger... hey! Whatcha doin' to my feet, ya little... hey!"

Luigi dashed back into the building, cycling air heavily but a satisfied grin on his faceplate. "Got him, _mi amico!_"

"_Bellisimo!_" exclaimed Guido, relinquishing his hold on the Eclipse to drop to the floor.

"You are SO gonna pay for this once I get my hands on you!" Boost snarled, lunging through the wall... only for his chained feet to not make the journey with him. He landed flat on his face, still growling in rage.

"That's for wrecking the town," Lightning informed him. He had the wild urge to kick the purple car while he was down, but there wasn't much use for that now. Besides, they still had a battle to win... and Sally to rescue. Any payback he wanted to inflict on Boost would have to wait.

* * *

On the outskirts of town, the farm- and ranch-land that bordered Radiator Springs had become a battlefield. Churning dust and smoke filled the air as mechs tangled in fierce battle, Tractors either scattered in a panic or tumbled over on their afts in fright, their panicked bellows barely heard over the boom of metal striking metal and the whine and hum of blaster fire. Here and there the dry grass burst into flame where struck by a wayward energy bolt, while any vegetation lucky enough to avoid catching fire was either trampled underfoot or slicked with spilled oil or other fluids.

It was not the worst battle Optimus Prime had ever laid optics on, but it was still a terrible sight. And knowing he and his troops had brought this upon the town by their mere presence made it all the worse.

The Autobot leader pumped off several shots at Hook, hoping to fell the Constructicon and prevent him from joining up with his teammates to form Devastator. The crane ducked behind a fallen tree and dodged the shots, but he was still cut off from his gestalt-mates, and he knew it. Hook returned fire, face twisted in a snarl.

_We should never have come here,_ Prime thought darkly even as he continued to fire on the Constructicon medic. _I should have turned down Lightning's invitation to attend the wedding. Our presence here only made a target of this town and endangered our friends here..._

His thoughts were cut off by a maniacal cackle, and close by DJ turned his back to a cluster of Autobots Before any of them could squeeze off a shot, the Scion blasted them with a wave of destructive sound. Dust, pebbles, and splintered fencing rocketed backward like a horizontal hail, pinging and rattling against armor and plating. Most of the Autobots toppled from the force of the noise, and the two who were left standing - Kup and Skyfire - staggered and struggled to maintain their footing.

"Primus, Megatron doesn't fool around when he builds new troops," growled Kup.

"Whassa matter, Auto-nerds?" sneered DJ, turning to grin at the truckformer and scientist. "Don't like my choice of tunes?"

In response Skyfire merely fired his rifle, and DJ yowled and danced away, clutching his side.

"Might want to concentrate on fighting instead of running your vocalizer," Skyfire noted dryly.

"Might wanna focus on that yourself!" jeered Wingo from behind the tall shuttle-former, and Skyfire jerked as a diamond-sharp blade slammed into the small of his back, then slowly sagged to the ground. The green Scion sniggered darkly and charged for the still-dazed Autobots on the ground, fluids dripping from his arm blade.

Prime left off firing on Hook to swing his weapon toward Wingo... but the green mech didn't make it ten steps before the air filled with a deafening rattle.

"YAAAAAARGH!" Wingo skidded to a halt, terror wiping the smirk from his faceplate, and bolted the other way. Bullets pinged from the thicker parts of his armor and punched neat holes in the thinner plates and joints, making the green car howl and curse even more.

The mech responsible for the hail of gunfire, a dark green mech similar in body shape to Hound but with a sleeker helm and a mask and visor obscuring his face, waved one of his dual machine guns in the air. "Come back and fight like a mech, you punk-aft newbuilt!"

"Down, Sarge," Kup advised, bending down to help Jazz to his feet. "There'll be plenty more for you to fight today. Where's Ratchet and Doc?"

"Down in town, man," replied a hazy, dreamy voice, and a seafoam-colored mech pulled himself to his feet and dusted his plating off. Blocky in build, with flower-shaped decals spotting his armor here and there, his helm was draped in glittering beaded cables like dreadlocks, and the half-circle shape of his sky-blue optics suggested half-lidded eyes. "Doc's fightin', Ratch's still workin' on Lizzie an' Red, I hear."

"Call them and see if they can spare one of their medics," Prime ordered Fillmore. "Skyfire's wounded, and needs immediate attention."

"No worries, man," Fillmore assured Prime, raising his hands. "Let me handle this. Ratchet knew I'm not game on fighting, so he gave me medic programming, he says. Mind to mind transfer of knowledge... heh. Kinda groovy."

"Get your groovy aft over here and patch Skyfire up, you fraggin' hippie!" Kup snapped. "Before he bleeds dry!"

Fillmore dashed over, the helm-cables rattling as he moved, and knelt by Skyfire's side. "Whoa... gnarly work here..." He worked quickly, pulling a medkit out of subspace and pulling open the damaged panel of armor to get to the wiring and tubing inside.

Satisfied that Kup, Sarge, and Fillmore had this situation under control, Prime turned his attention back to Hook... and swore under his air cycles. The crane had taken advantage of the Autobot leader's distraction to run for it. He charged after the fleeing Constructicon, sidestepping patches of flame and oil slicks as best he could. If Devastator was allowed to form, it could spell the final doom for the already-wrecked town.

Pain seared through every wire in his neural system as a blast of laser fire struck him between the shoulders, and he went sprawling on the ground.

"Going somewhere, Prime?"

Prime managed to roll to one side just as a plasma blast scorched the grass where he had been lying and ignited an oil puddle nearby. Megatron snarled at the miss, but managed to replace it with an evil grin.

"You're a fool, Optimus," Megatron gloated, striding through the roiling flames to stand over his foe. "What is one worthless town to you and your troops, anyhow? You've wasted your time and resources here... and now all your forces are gathered here, ripe for obliteration by my hand. You AND your pathetic friends will die here, and this planet will be mine to conquer!" He pointed his cannon down, aiming for Prime's chest.

"Not so long as fuel pumps through my systems, Megatron," Prime growled, and he kicked viciously out at the gunformer's legs. Megatron went down with an enraged shout, and before he could rise Prime had pounced atop him. The two rolled, grappling, in the grass, punching and gouging, each seeking to overpower and finish off the other.

The battle raged on.

* * *

"Ow! Watch it, fragger!"

"It's not my fault you just stopped without warning - warning!"

"Maybe if you paid attention to where you were going..."

"Bonecrusher, Mixmaster, shut up," Scrapper hissed, turning to glare at his compatriots. "You'll give away our position."

"He started it - started it," Mixmaster grumped.

"Don't start that up," Scrapper ordered. "We have an objective to complete, and once Hook joins us..."

"I'm here."

Scrapper turned, spotted the crane, and waved him over to the jutting boulder that was currently serving as the Constructicons' hiding place. Hook hurried to join him, elbowing his way past Long Haul to crouch beside the team leader.

"My apologies," Hook whispered. "I was a little held up."

"We haven't time for apologies," Scrapper replied, peering out from behind the rock to gaze at the Wheel Well, the target of their assignment. "Rumble and Laserbeak report that the Autobot medics are hiding in this establishment. Soundwave wants us to eliminate them while the rest of the forces take on the soldiers."

Scavenger snorted. "What, he's relegating us to rookie work? Taking on medics is sparklings' play."

"Look on the bright side," Long Haul pointed out. "It'll be a quick mission. Get in, scrap 'em, get out, and we can join the rest of the troops in cleaning up the Autobot mess outside."

"Then shut your vocalizers and let's go," Hook ordered. "Constructicons, move out."

Two Autobots, Bluestreak and Tracks, stood guard at the entrance of the Wheel Well, and they opened fire at the rapidly approaching Decepticons. Bonecrusher and Scavenger immediately ganged up on Bluestreak, tackling him to the ground, while Long Haul grabbed Tracks' weapon and struggled to wrestle it out of his grip. The rest of the Constructicons ducked inside while the guards were distracted, transforming and roaring through the hallways of the hotel.

"This is too easy," Hook noted darkly.

"Aw, not challenging enough for you?" Mixmaster jeered. "'Sokay, we'll just have a little fun with the medics when we get there - get there."

"That's not what I meant," Hook retorted. "Surely these soft-sparks would guard their medics and wounded better."

"This must be it," announced Scrapper, slowing as a set of heavy locked doors marked _Convention Center_ blocked their path. Electing to forego precision in favor of a dramatic entrance, he raised his bulldozer blade and smashed through the doors. Mixmaster drove in after him with a hoot of glee, and Hook trailed behind, muttering.

Ratchet, Wheeljack, and First Aid gathered around a temporary repair berth, obviously putting the finishing touches on an Earth vehicle turned Autobot, and as one they dropped their tools and scrambled for weapons. Scrapper allowed himself a disdainful chuckle as he opened fire, aiming not for vital components, but for knee joints. Mixmaster was not a paragon of sanity on the best of days, but maybe the chemist had a point - so long as they were given a simple assignment, why not have a little fun with it? There was always such pleasure to be had toying with Autobot captives, after all.

Ratchet went down first, cursing roundly as he gripped his damaged legs. First Aid tried to bolt out a back exit but was also quickly felled. Wheeljack somehow managed to evade Scrapper's fire, and he ducked behind an empty berth to fire back at the Constructicons.

"It's like plugging fiber-optic fish in an oil barrel - barrel!" Mixmaster hooted, cackling gleefully.

Hook turned toward the cement mixer to deliver some sort of cutting retort... then froze, mouth open. "Mixmaster... you might want to look behind you."

"Hey, this ain't the time for jokes, Hooky..." the chemist began, but a tap on his shoulder made him turn around. "Huh?"

The scarlet-and-chrome mech standing behind him didn't speak, only offered a slight smile of amusement. Tall as Optimus Prime, with the Autobot leader's broad chest and powerful build, he bore some sort of cannon on one shoulder and a black, domed helm. Once he had Mixmaster's attention, he calmly drew an arm back and clocked him across the jaw, sending him reeling.

"What the frag?" Hook snarled, turning to aim his gun at the newcomer... only to get a blast from the Autobot's shoulder cannon before he could pull the trigger. Instead of an energy blast, though, the weapon instead hosed the crane down in liquid nitrogen, which quickly solidified and entrapped him in a glittering cocoon of ice.

Scrapper, too, raised his gun, though he was careful to stay back out of the cannon's range. This mech looked suspiciously like Inferno, except he lacked the elaborate hardware on his helm. But Inferno had been out on the field with Optimus Prime - how could he be in two places at once?

Before he could squeeze off a shot, something struck him sharply on the aft, and he yelped and whirled.

"Point that thing someplace else, hot rodder!" his attacker rasped, though she wore a wide, mischievous grin. "Show some respect for a lady!"

Scrapper had just opened his mouth to utter a stunned expletive when a surge of electricity coursed through his circuits, sending his neural net shrieking in agony and his motor control systems jerking with sudden spasms. The pistol fell from his grip as he crumpled and writhed, all his willpower now focused on not dropping offline from the pain or the energy overload. Primus below, what had this... thing just done to him?

Finally the pain ebbed from his sensors, and he managed to scrape together enough control over his motor functions to raise his head and regard his attacker.

The black-armored femme cackled from her seat on the edge of the berth, swinging her legs merrily over the edge and watching the Constructicon architect as if he were an amusing holovid. Minibot-sized and rather scrawny even for a femme, she bore tires on her shoulders and legs that seemed rather large and thin for an Earth vehicle, and while her body materials seemed in relatively good repair, there was an overall aged look to her, as if she were an outdated model. She had one hand raised, palm open, as if about to slap him again, and in said palm he spotted a distressingly familiar weapon - a stun patch, a wicked little item that could be slapped onto an enemy's plating and deliver a powerful jolt of electricity, enough to knock out a minibot and deliver a world of pain to anyone larger.

"Haven't had this much fun since the Hazzard boys blew into town back in '68!" the femme chuckled.

"Save the stories for later, Lizzie," Ratchet advised, dragging himself over to Scrapper and, before the Constructicon could recover from his shock, slapped a pair of energy cuffs around his wrists. "Red, cuff Mixmaster before he comes to. Wheeljack, go make sure First Aid's all right. Lizzie, before you go outside I want to run a few more tests on you..."

"Tests, scmests, why let the turbo-revvin' young punks have all the fun?" Lizzie retorted, and she hopped down from the table and promptly landed on her aft. Undeterred by the stumble, she transformed to her Model T mode and, with a speed she had never possessed at any point in her life, tore out of the room.

Wheeljack laughed. "Kup's gonna like her."

"I don't care what Kup thinks," Ratchet griped. "Go check on First Aid. Then for Primus' sake someone fix my legs!"

* * *

"Get down!"

Before Lightning could react to the frantic command, something tackled him, shoving him to the ground. A fraction of a second later, a torrent of flame roared overhead, searing the air where he'd been standing moments earlier. Snot Rod gave a growl of frustration and turned away from the red racer and his benefactor, opting to aim for easier prey.

"Thanks," Lightning gasped.

"No problem," Hot Rod replied, slapping Lightning's shoulder before pushing himself to his feet. "Watch your back a little more out here. 'Cons won't always have the decency to fight you face to face."

"Got it."

A screech from above made both racers glance up. High over the town, the Aerialbots and the Seekers were engaged in a vicious dogfight, lighting up the morning sky with a spectacular display of explosions and laser fire as if Independence Day had come weeks early. Air Raid had just scored a direct hit on Starscream, and the Air Commander was plummeting to the ground with a scream of pained rage.

"Big tin turkeys ain't so tough, huh?" Ramone cackled. The violet Impala cut a rather impressive figure with his new mech body - sleek and shiny, with flames patterning his chest and legs and a blue visor shading his optics. "Man, here I thought this was gonna be tough."

"Don't get cocky, hun," Flo reminded him, giving him a stern look. "They'll do a lot more than scuff your paint if they get their hands on you."

"You ain't gotta worry, baby," Ramone assured the femme, his cocky smile becoming a more tender expression. "I'll keep us both safe."

"Might wanna focus on the battle and not on talking, guys," Hot Rod told them. "They're not on the run yet..."

Pain erupted in Lightning's shoulder at that moment, sparks and smoke pouring from a gaping hole in the plating. He gripped the damaged joint and whirled, trying to spot his attacker.

"Chick," he snarled through clenched dental plates.

"Rookie," came the cold reply, and Chick Hicks lowered his gun to glower at the red racer. "You ain't done payin' me what ya owe me."

"You take credit, or maybe we can give ya a world of pain in trade?" Ramone sneered, stepping up beside Lightning with his own weapon drawn.

"Ramone, back off," Lightning told the Impala. "Take Flo and Rod and go help the others. Chick is mine."

"Are you sure?" asked Hot Rod, flashing him a worried look.

"Trust me," Lightning replied. "This is something I have to handle."

Hot Rod nodded, though he still looked unsure, and he led Ramone and Flo off to join the rest of the battle.

Chick smirked a little, and he tossed his gun over his shoulder. "I don't need a weapon," he sneered. "I can wipe the floor with you with my bare hands."

"You couldn't take on a cassette," Lightning quipped, raising his own fists. "Not in a fair fight, at least. Oh wait, you don't fight fair."

Chick curled his upper lip plate in a snarl of rage. "This is your fault, you know," he hissed. "You did this to me. If it hadn't been for you, I wouldn't be the butt of every joke of the racing world... and I sure as Pit wouldn't be THIS! A twisted freak, a Frankenstein's monster!" He lashed out, trying to punch Lightning in the jaw.

Lightning ducked, feeling Chick's fist clip the very top of his helmet. "Hey, I didn't force you to go making deals with psychotic Decepticons!" he retorted, and headbutted the Buick in the abdominal plate. Both racers went over in a heap, and Lightning tried to pin his opponent by grabbing his shoulders, but Chick squirmed out of his grip.

"How was I supposed to know dealing with him would end in THIS?" demanded Chick, gesturing at his own chest. "I didn't ask to be made a freak!"

"And I didn't make you crash at the Dinoco!" Lightning snapped. "I didn't make you a loser! You did that yourself!"

Chick screamed in anger and sprang, tackling Lightning and shoving him down into a pile of broken timber and concrete. Stars flickered across his vision as Chick punched him once, twice, three times in the face, cracking his optics and leaving deep dents. Dazed, he tried to push the green racer off and sit up, only to be pushed back down again.

"You took everything from me!" Chick raged. "I lost everything! My Dinoco sponsorship, my spot as champion, my job, my girlfriend... all because you took my title from me! And now I'm not even a car anymore, but some kind of freak! I'll take it out of your chassis!"

Lightning opened his mouth to protest, but shut it quickly. Reasoning would get him nowhere - Chick was too far gone with rage to listen to logic. He couldn't accept that his current fate was his own fault and wanted - no, needed - a scapegoat to blame it on. And Lightning, as the car who had stolen his spotlight, however inadvertently, was a convenient target.

That didn't mean he had to take this lying down, however. He gathered his strength and kicked out, throwing Chick off of him. Then he climbed to his feet, ignoring the pain twinging through his body.

"Where's Sally?" he demanded.

"How should I know?" barked Chick, and he charged again. Lightning sidestepped, bringing a fist low to punch him in the fuel tanks, and the green mech went down with a grunt of pain.

"Where is she?" Lightning cried, planting a foot on Chick's chest to hold him down.

"I dunno!" Chick growled. "She escaped!"

Lightning jerked in surprise. "What?"

"She got away," Chick snapped. "Megatron did the operation on her too. Wanted to see if he could force her to work for him. But she got loose before they could brainwash her." Here he gave a weak laugh. "Figured she didn't have a part in this mess, so why make her suffer more?"

Lightning stared, taking a fraction of his weight off Chick's chest. Was Chick implying that he'd let Sally escape on purpose? If he was telling the truth, that was. Part of his CPU nagged that this could all be a ploy for Lightning to go easy on him. But still... some part of him dared hope...

Abruptly Chick reached up and grabbed Lightning's leg, twisting brutally. He felt something give in the limb with a stab of pain, and within an instant he found himself on his back, Chick kneeling on his chest and abdomen, an energy blade in the green racer's fist and hanging less than a yard from his face.

"This is for Dinoco," Chick snarled. "And for making a fool out of me." And he raised his fist, ready to plant the blade in Lightning's chest.

Before Lightning could so much as cringe in reaction, a blur of silvery-blue streaked across his field of vision, and Chick went flying. The Buick landed roughly about twenty feet away, cursing, while his knife sailed into a pile of rubble.

"That's for hurting Lightning," the newcomer said coldly, picking herself up off the ground. Silver-blue and white, with a horned helm like Jazz's and gleaming amber optics, she was no one Lightning had seen before, but he could have sworn he knew her from somewhere. That voice... he KNEW that voice...

"I spring you from the brig and this is the thanks I get?" growled Chick, pushing himself up on one arm.

"And THAT," she went on as if he hadn't spoken, kicking him hard in the side, "is for destroying Radiator Springs!"

"Ow! Get off, crazy woman!"

"And THAT," she continued, finishing things off with a hard blow to the head, "is for ruining my wedding!"

Chick went down in a heap, knocked out cold by the last strike. The femme made a show of examining her knuckles for damage before turning to regard Lightning.

"You're alive," she murmured, relief suffusing her features. "I was so scared... but there you are. Different from before, but alive..."

"Sally!" He struggled to his feet, staggering with the pain in his damaged leg. "Sally, is that you?"

"Who else would it be, Stickers?" she retorted, and she rushed to his side, lending her support to his damaged side. "Are you all right?"

"I'm fine, I'm fine," he assured her. "What about you? Are you okay? You look... um... you look good."

She shot him a glare, but her slight smirk ruined the effect. "You still have a way with words, Stickers."

Lightning just laughed, his joy at seeing Sally alive and unharmed drowning out the pain of his injuries and the chaos of the battlefield. He couldn't resist hugging her and planting a kiss on her lips. Sally was back, Mater was back... all was right in his world.

"Hey lovebirds, break it up."

Lightning broke off the kiss and turned to see Doc glaring at them, standing over Chick's prone form and a shotgun pointed down at the green Buick. It was hard to tell with optics, but by the way Doc tilted his head he was sure the Hudson was trying to roll his eyes at the two of them.

"Wow," Sally noted, looking Doc up and down. "You guys'll have to tell me just what went down here while I was gone."

"It's quite the story," Lighting replied. "Guess it's safe to say that everyone here is more than meets the eye right now."

Sally groaned. "That was bad, Stickers... really bad."

"Knock it off, you two," Doc grumped, though Lightning swore he was smiling faintly. "We've got a prisoner here to take care of, and a battle to clean up. You can romance all you want once the day is won."

* * *

The Decepticons were in chaos now, scattered and completely disorganized. They had come here expecting an easy kill, eliminating the presumably-weakened and demoralized Autobots and wiping what remained of the town off the map. They had NOT expected the normally peace-loving Autobots to fight back this viciously, enraged rather than disheartened by the destruction of their comrades' homes. Nor had they expected them to take a page from Megatron's own plans, and recruit the citizens of Radiator Springs - now roused to action by the attack and eager for a little payback - to their cause. To have their expectations completely blown out of the air was as much a blow against them as any weapon could have dealt.

Megatron knew his plan had backfired badly... but he was not about to admit it. And he was determined to come out of this with at least one objective completed - beating the scrap out of Optimus, tearing the spark from his chest, and bearing it back to the Nemesis as a trophy.

_Boss, we're gettin' pummeled here!_ Wingo radioed frantically, just as Megatron had finally secured Optimus into a headlock. _The lousy 'Bots have got Chick and Boost! We ain't gonna last much longer..._

Megatron snarled in rage, Wingo's communique having broken his concentration long enough for Prime to squirm free of his grasp. _Stop whining and fight, you coward! Or I'll disassemble you myself!_

_All right, all right, Chrysler, _huffed Wingo. _What crawled up your tailpipe and died?_

"Give it up, Megatron," Prime ordered, his hand retracting and his energy axe humming to life. "You've harassed Radiator Springs and its inhabitants long enough."

"You will defend these weak, pathetic mechanisms so valiantly?" Megatron retorted, activating his flail in return. "Fellow Autobots are understandable, but these weak primitives? Bah!" He lunged, swinging the flail, forcing Prime to jump back to evade the blow. "They are stupid, pathetic excuses for constructs, good for nothing but spare parts to build my forces! Why put your neck on the line for them?"

"Because all sentient life deserves to be protected," Prime replied. "These vehicles are not merely your playthings or resources for conquest - they are living, feeling beings. That position demands respect!" He lashed out with his own weapon, and Megatron felt the hum of energy as it whizzed past his helm.

"You're as pathetic as these cars, then!" he taunted. "And a hypocrite besides. You preach that they're to be respected and defended... and yet look at what you've done to them!" He gestured toward the fallen Skyfire, Fillmore kneeling at his side and trying to patch his damages while Sarge grappled with Wingo nearby. "You do the very same thing - turn them into your own soldiers. You are no better than I, O Noble Prime."

Prime's optics flashed, and Megatron grinned, seeing he had hit a sensitive circuit. But when the Prime spoke again, it was in a firm, confident voice.

"No, Megatron. I am not like you. You forced and coerced Chick and his cronies to your side, and attempted the same with Mater. But the citizens of Radiator Springs chose to join us of their own accord. They choose to stand and fight, to protect their homes and their loved ones. And if they choose to become more like our kind in order to do so... so be it."

As if to emphasize Prime's statement, a shriek of pain ripped the air as Sarge pinned Wingo to the ground, twisting the green punk's arms behind his back until he was howling curses at the top of his vocalizer. At the same time, Snot Rod took off across the field, yelping wildly, as Swoop tailed him and repaid him for his pyromaniac tendencies with well-placed blasts of his own medicine to the aft. DJ was yelling at both DRH members to stop whining and fight back, but when it became clear they were in no condition to pay him any heed he simply growled in frustration and stalked off.

"Give it up, Megatron," Prime repeated. "Let this battle end now."

"I'll end it now!" he snarled, and he swung low with the flail, knocking Optimus off his feet. "I'll end it with your head on a platter!"

Prime tried to push himself up, but Megatron brought his flail down and caught him in the chest, knocking him prone again and denting his chestplates badly. The Autobot leader tried to scramble away, but Megatron was quickly atop him, hands around his throat in an effort to tear his neck struts and cables apart. Prime's optics flared with terror as he clawed at the silver Decepticon's hands, and Megatron savored his opponent's fear. How he'd dreamed of this moment...

DJ screamed, and mechs on both sides of the fighting began to scatter in blind panic. Megatron's head jerked up, an annoyed snarl on his lips. Who dared interrupt him in his moment of triumph?

Not a who - a what. A massive orange vehicle bore down on him, wicked blades whirring before it in a deadly pattern, an enraged bellow tearing from its mouth. It seemed heedless of the battle around it, plowing through the fighting without even flinching, not even seeming to notice the stray blaster bolts that clipped its plating as it moved. Autobot and Decepticon alike scattered out of its way like glitch-mice before an electro-cat, and even the Dinobots backed away and gave the creature a respectful berth.

"What the..." Megatron gaped.

"That's Frank," Prime replied, as if that explained everything. And with a mighty heave, he threw the silver warlord off of him and rolled out of the beast's path.

Megatron tried to scramble to his feet and follow after Prime, but he wasn't fast enough. Frank was upon him, and before he could push himself upright the combine had run over his legs. Agony seared through his sensor array, and he roared in outrage and pain. Frank responded with an equally outraged roar, and he turned to bear down on his prey again.

Megatron tried to stand, found his battered legs wouldn't allow the action, and collapsed again with a growl of outrage. This was undignified! He hadn't come this far just to be defeated by a stupid animal, mechanical or not! Raising his cannon-arm, he fired at the beast, hitting it squarely in the chassis. Frank gave a loud bawl of rage and pain and veered off-course, smashing wildly through a nearby fence before coming to a stop, his engine puttering to a stop.

Satisfied that the creature was no longer a threat, Megatron turned to survey the battlefield. It was not a pleasant sight - what troops were not already abandoning the battlefield were staring at their wounded leader, some with expressions of shock, others with barely contained mirth. He ground his dental plates and forced himself to his feet, ignoring his damage report and the screaming pain sensors in his legs. The only bright spot in this mess was that Starscream wasn't here, or he'd never hear the end of this...

"So our glorious leader is bested by a mere beast?"

Megatron whirled... and found himself face-to-face with his smirking second-in-command. The white-and-red jet had char marks on his wings and legs and was smeared in dirt, signs that he'd had a recent crash-landing, but that didn't seem to detract from his obvious enjoyment of his leader's current state.

"Really, Megatron, I expected better from you," Starscream gloated. "Or was this part of your plan all along?"

Megatron's only response for the Seeker was the back of his hand across his smirking face. "Decepticons! Retreat!"

"About fraggin' time," Thundercracker muttered, then quickly shut his mouth when Starscream turned to glare at him. The blue Seeker transformed and took off, Starscream and Skywarp close on his thrusters.

_This isn't over,_ Megatron thought darkly as he took off after the Seekers, not sparing a backward glance at the ruined town.

* * *

As soon as Megatron was gone, Prime sprinted to Frank's side and rested a hand against the side of the vehicle, searching for any sign of life. The combine's engine still ran weakly, and he felt an odd surge of relief at that. Despite Frank's vicious reputation, he had no desire to see him die, especially at Megatron's hand. All life was precious, after all. That, and the ornery vehicle had just saved his life.

"Decepticons are in full retreat, Prime," Prowl reported, running up to join his commander. "Five captives taken - Chick Hicks and these self-styled Road Hazards. Minimal damages to our side, with casualties being taken to the Wheel Well as we speak."

"Good," Prime noted, feeling another flood of relief at that news. "Very good. See that Frank gets taken there as well, and undergoes a full repair."

Prowl stared at the combine, then at Optimus. "Sir... are you sure?"

"Positive, Prowl. That is an order."

"Um... yes sir. Anything else?"

"For starters, we can do something about our visitors," Kup interrupted, walking up at that moment with a scowl on his face. "The military finally showed up. Too late to be of any use, of course, but right on time to throw our afts off the planet."

"That's enough, Kup," Prime replied calmly. "Oversee the cleanup of the battle and the securing of the prisoners. All other officers... let's go see what the military has to say."


	11. Chapter 11

If someone had told Lightning a year ago that someday he would find himself and the residents of Radiator Springs attending a meeting between the leaders of an army of alien mechanisms and the United States military, he would have told them they had a gasket loose. As it was, part of him still couldn't believe he was sitting in on this fateful conference in the Wheel Well's convention room, watching and listening as Optimus Prime and the officer representing the army, an army-green Humvee named General Irons, debated the future of the town and the Autobots' presence on this planet. Scrap, part of him still wondered if the entire battle and its aftermath were simply a crazy dream, or if he was still back in the medical tent and hallucinating the entire experience.

A tire to his side jolted him out of his thoughts, and he turned to see Mater grinning at him.

"Wake up, Sleepin' Beauty," Mater told him. "Yer gonna miss the fun stuff."

"You think this is fun?" Lightning asked, arching an eyebrow.

"Shoot, everythin's fun if ya look at it right," Mater replied. "'Sides, we got to kick Decepticon bumper t'day! Nothin' the army can do can ruin that!"

Lightning supposed he couldn't argue with Mater's first statement. Then again, Mater had a weird sense of fun. When the Autobots began cleanup of the battle, Lightning and Hot Rod found Mater and Swoop in one of the canyons outside of town, looking utterly pleased with themselves as they trussed up a shivering Snot Rod with Mater's tow cable. And when both scarlet racers had plied the tow truck with questions, demanding to know if he'd been hurt in the fighting, Mater's only response was to ask if they could let the orange 'Con go so they could chase him down again. The thought of an impromptu Decepticon rodeo amused Hot Rod, but Prowl and Sheriff both put their feet down at the idea.

As for his second statement... they would have to see. True, they had routed the Decepticons today, but would the military see that as a heroic action? Or would they decide that the destruction of Radiator Springs could have been prevented had the Autobots not been present at all? The government long held the opinion that if the Autobots left the planet, the Decepticons would follow. And this would be the perfect excuse for them to rid themselves of their alien visitors once and for all.

"This entire mess would never have happened had you Autobots stayed hidden like you were supposed to!" General Irons snapped, confirming Lightning's thoughts. "We warned you that maintaining contact with civilians would only lead to further harm down the road, and now look! An entire city razed, innocent bystanders injured... look what your appalling lapse in judgment has done to us!"

"The way he talks, you'd think the Decepticons had blown up New York or something," Sally murmured. "And the government didn't even care about our town until the attack, why should they start caring now?"

Lightning nodded, but he kept quiet, wanting to hear the rest of this.

"On the contrary, General," Prowl replied, his voice colder than Lightning ever heard, "our presence in the town saved lives. If we hadn't been there, the second attack would have been a complete massacre."

"The military would have had the problem well in hand..." Irons retorted.

"Yer fraggin' military didn't even show up 'til the fightin' was over!" Ironhide snarled. "If it hadn't been fer us, everyone there woulda been DEAD!"

"Even so," the general spat, "had you not been present in the first place, no military action would have been needed. Your occupation of this planet has caused nothing but trouble! And the government has had it! Give us one good reason why we shouldn't order you to get off our planet and STAY off!"

Prime didn't reply. His mask kept Lightning from being able to read his entire expression, but there was something in Prime's optics that worried him deeply - a look of guilt and regret. Obviously Optimus had considered all this before at some point, and at least partially agreed with the general's assessment that this entire mess could have been prevented had the Autobots never shown up in Radiator Springs.

"Kick the Autobots off this planet and you'll have to boot us too."

General Irons swiveled around to glower at the speaker. "You're out of order, sir..."

"YOU'RE the one out of order here," Doc Hudson snapped, pulling forward with a dark scowl on his bumper. "You say this is all the Autobots' fault. Well, you're wrong. We of Radiator Springs chose to keep in touch with the Autobots. We chose to invite them to our town, and to treat them as our own rather than shun them for being alien to our world. We knew there was a risk involved... but we decided it was worth it. Yes, losing our homes has been hard on us, but you know what? I for one am not sorry to call Optimus Prime and his crew friends. And I doubt you'd find another vehicle in town that would disagree with me."

Prime stared at the Hudson, a look of surprise in his optics. But surprise gave way to gratitude, and Lightning could have sworn that the Autobot leader was smiling under that mask.

"He's right, man," Ramone piped up. "The Autobots are like honorary residents here. We like having 'em around. Even if some of them are kinda obnoxious, but ya get that with any group of cars."

"And they've always been willing to lend a tire... or a hand," Lightning added. "Not just protecting us from the Decepticons, but in our day-to-day business and chores. We've laughed together, worked together, and now we've shed precious oil and fuel together. They're like family to us. And I wouldn't trade that for anything."

General Irons' glare moved from one vehicle to another, as if looking for someone, anyone who would contradict this. He found no such support. Everyone merely nodded their agreement with Doc, Ramone, and Lightning's words.

"Still, the fact remains that the longer you Autobots occupy this planet, the more damage the Decepticons will cause," he snapped finally, determined to see this in the worst possible light. "It's your presence here that keeps those blasted 'Cons here, causing trouble..."

"Illogical," Prowl replied coolly. "The Decepticons will remain on this planet whether we do or not. It is too valuable a resource to them - not only is it rich in the fuel needed to power their troops, they now have the ability to modify the vehicles of this planet to serve them as soldiers. Your logic is reversed - our presence here does not cause Decepticon attacks, but rather, our presence here is necessary to protect you from further attacks. And now that we know what Megatron plans for your people, we can take the steps needed to protect your people. Though..." A faint smile crossed his lips. "It would make our task much simpler if we were allowed to come out of hiding, and to reveal ourselves to your people."

"Impossible!" Irons barked. "Do you have any idea what kind of panic that would cause? To have the cars of this planet find out that aliens have been living among them all this time?"

"I think they've suspected that for a long time already," Prime put in, finally speaking up. "I agree with my second-in-command, General - the time for us to come out of hiding is long overdue. It would be in the best interests of your people if we were to officially reveal ourselves, and to openly serve and protect this planet."

General Irons opened and shut his mouth several times before managing to spit out an answer. "And who are you to determine what's in the best interests of OUR people? We'll just see what our president has to say about this..."

"Your president has plenty to say about all this, actually."

Lightning's jaw dropped as an elegant, dark green Mercedes with a golden government seal on its doors pulled into the room, flanked by two sleek, silent security vehicles. The Autobots and the townsfolk backed away to grant the car plenty of room, and even Optimus stepped back and offered a respectful nod. The Mercedes merely nodded back before pulling up to the front of the room, alongside a stunned-looking General Irons.

"M-Mr. President, sir!" Irons exclaimed. "I didn't expect you here already..."

"And I didn't expect you to bump the meeting up half an hour in order to get your two cents' worth in," the president replied coldly. "Fortunately, for once I was a bit early, so I was able to overhear quite enough of what's been going on."

"Mr. President, sir, I'm only acting in the best interests of this country..." Irons protested.

"We will discuss this later," the president stated, his firm glare an indication for the Humvee to stand aside. Irons glared back, then slunk away.

"Mr. President," Prime told the Mercedes, "I would like to apologize for the damage caused to Radiator Springs and to the Portland area as a result of our presence. And I want to assure you the Autobots will do everything they can to repair the damage."

The president gave a slight smile. "Whatever do you have to apologize for, Optimus Prime? As far as I can see, your actions saved lives. And unlike certain other cars, I've long been of the opinion that keeping your existence secret does more harm than good. Sadly, a president is not all-powerful, and there are many others who would rather not deal with the complications having aliens in our midst causes."

Lightning scowled. Even if the president was technically on their side, it sounded as if even his approval wasn't going to improve matters here.

"However... if a government figure just happened to hold a press conference in Radiator Springs to declare it a disaster zone," the president mused, a clever smile on his bumper. "And if during said press conference, he happened to introduce a few heroes of the disaster... and said heroes happened to let it slip during the conference that they were not of this world... I do believe that it would pretty much require the government to acknowledge your presence. And I do believe that would be a prime opportunity - forgive the pun - for you to make your introductions to the world in general."

Prime's optics shone with satisfaction, and he nodded in agreement. "And if the government just happened to let the proverbial cassette-cat out of the bag, then the Autobots might just happen to choose that as the perfect moment to pledge our protection of Earth from the Decepticons. Not that we weren't doing that before... but it can't hurt to make it official."

The president chuckled. "You and I seem to be of like minds, sir. I look forward to a continued partnership with you and your troops."

"Likewise, Mr. President," Optimus replied, and extended a hand. The president raised a tire, and Prime took it and shook it gently.

"Well, that worked out better than I was hoping," Doc noted.

"I think it worked out better than anyone was hoping..." Sally began, but then quieted as the president rolled forward to speak with them.

"I've been hearing rumors that a few vehicles of this planet have decided to join the ranks of the Autobots," he told them. "Is there any truth to this?"

"Yes, sir," Lightning replied. "We wanted to help... and we figured this was the best way we could be useful."

"I see." His eyes sparkled with intense curiosity. "If you could humor me, could I see your new forms?"

"Of course, sir," Lightning replied, and he focused, feeling for the gears and cogs inside his chassis that would activate his transformation sequence. He felt a strange twisting, grinding sensation as his body unfolded, but no pain or vertigo. He let the last few plates click into place and grinned down at the president, who stared up at the scarlet racer with his mouth hanging open.

"Oh my... that's certainly something new," he got out, still gaping.

"He's not the only one," Sally put in, and with an electronic grinding sound she made the transformation too. Doc, too, assumed his robotic form, and the three mechanisms stood at attention as the security vehicles closed in, flanking the president and eyeing them warily.

"Stand down, boys," the president told them. "They aren't going to try anything, I promise."

"This isn't going to affect our citizenship status or anything, is it?" asked Doc.

"No, I don't believe there's any reason it should," the president replied. "It might make things difficult if people mistake you for a true Autobot, though."

"We've considered them honorary Autobots for so long, sir, that I doubt they'd be insulted by a case of mistaken identity," Prowl told him.

Lightning nodded agreement. "Better a 'Bot than a 'Con, huh?"

"True, true," the president agreed. "A pleasure to meet you, by the way, Lightning McQueen. And you too, Doctor Hudson. I've been a longtime fan of racing, and you're two of my heroes."

It was Lightning's turn for his jaw to drop. "Uh... wow! Th-thank you, sir..."

"Don't mention it. Just don't be surprised if you see me up in the stands during your next Piston Cup final." The president winked up at Lightning, then turned to Mater. "Who's this?"

"This is Tow Mater, sir," Lightning explained. "He's a friend of mine... well, a friend of ours."

"And the one that got us into this whole mess," Sarge grumped, earning a cautionary nudge in the side from Fillmore.

The president nodded and pulled forward, extending a friendly tire toward the truck. "Pleased to meet you, Mr. Mater..."

Mater laughed and surged forward, giving the president a friendly bump that knocked him back into his bodyguards. "Howdy, Mr. President!" he gushed. "Happy as a tornado in a trailer park t' meet ya!"

The president gave himself a good shake, a little stunned at the overenthusiastic greeting. The security vehicles pulled forward, ready to pounce on Mater. Lightning, too, stepped forward, hands down to snatch Mater back if things got messy. Why did Mater have to pick NOW to be his usual overeager self?

A laugh cut through the tension, and both Lightning and the president's security team just stared at the green Mercedes.

"Wow," he chuckled, "I forgot how nice it was to get a normal, friendly greeting for a change." He bumped Mater in return, though far more gently. "I like this guy."

"Aw, shoot," Mater replied, grinning bashfully. "Hey, maybe if ya ain't too busy, you can stay awhile, see the sights, go find a tractor or two to tip..."

"Mater, the President is not going to go tractor-tipping with you," Doc groaned.

"That actually sounds rather fun," the president replied, smiling. "I used to do it all the time as a kid... pity my duties don't allow me much time or freedom for that kind of thing. But seeing as I have a press conference to be scheduling, that's going to have to wait for another time, Mater. I'll take you up on the offer later, though."

"Sounds great!" Mater exclaimed. "See ya 'round!"

The president laughed again, then turned back to Doc. "In the meantime... is there anything else we can do for Radiator Springs? We have cleanup and relief vehicles on the way..."

"I think you've done plenty for us, sir," Doc replied, smiling gratefully. "To ask anything else would be greedy."

"Actually, there's one more thing we need to do," Sally cut in. "And maybe the president could give us a hand with it?"

"What do you mean?" Lightning asked, giving Sally a questioning look.

Sally arched an optic ridge at him. "Don't tell me you've forgotten already, Stickers. The wedding?"

"The wedding!" Lightning exclaimed. "Chrysler, with everything else that's gone on, we've just let that completely slide... but shouldn't that wait until we've at least rebuilt City Hall or something?"

"I see no reason why it should be postponed yet again," Doc replied. "If anything, it'll give us the morale boost we all need. And I doubt anyone's going to object too much."

Prime shook his head. "I have no objections to proceeding with the wedding. My only request is that we wait until all damaged mechanisms have been fully repaired, though I doubt that will take too long."

The president smiled. "I can direct the military and relief workers in beginning the cleanup efforts while you prepare. We'll at least get things started for you. Isn't that right, General Irons?"

The Humvee scowled in reply.

"Thank you for your time," the president told Prime and the others. "You're free to go. Hope you don't mind if I stop by to watch the wedding?"

"Of course not, sir!" Sally replied. "You're welcome to attend the wedding."

"It'll be nice to have some actual civil company present at the ceremony," Prowl added, a knowing smile on his faceplate. "We look forward to seeing you there. Until all are one, sir."

"Until all are one."

* * *

Night had fallen on Radiator Springs, and Lightning picked his way through the darkened streets as he made his way to the impound yard. It was his first journey through town on his new legs, though he highly doubted it would be his last. And with any luck, the next walk he took through town would be through a town restored to its former glory. It would take a lot of hard work to make that happen, but then, no one in this town was a stranger to hard work.

And they would have the Autobots' help - and best of all, they could help openly, no longer forced into hiding by a paranoid government.

The president's press conference had gone without a hitch... or at least, without any unplanned hitches. Ironhide had pulled Sideswipe and Sunstreaker aside and whispered some instructions to them, and both Lambos had agreed to said instructions with identical evil grins. Privately Lightning wondered just what Ironhide had ordered them to do, but he judged it best not to ask.

So whether it was the twins' own idea, or whether Ironhide had specifically ordered them to break out in an argument that ended with both Lamborghinis transforming and launching into a fistfight in the middle of the press conference, in full view of the cameras, was anyone's guess.

Once Prowl and Jazz had hauled the still-bickering twins off-camera and the dust had settled, Prime had transformed himself, and revealed to the stunned and eager media that the rumors were true - visitors from another world had been living among the vehicles of Earth for over a year now, serving and protecting their people. And they would continue to serve and protect, so long as the citizens of this world would let them.

Lightning smiled a little, his engine warming, as he recalled Optimus' final words to the press: _"I am Optimus Prime. And I send this message to the vehicles of this world and to any of our comrades that remain in hiding around the globe. We are dedicated to protecting sentient life wherever we are... and if Primus sees fit for us to serve this planet and defend it from the Decepticons' treachery, then so be it. Freedom is the right of all sentient beings... and so long as I function, I will fight to protect that freedom. Until all are one."_

What repercussions Prime's revelation would have for this world remained to be seen - but it had at least made the rest of the day interesting. The government blockaded every road leading into town in an effort to keep reporters and eager tourists away from the ruins, but despite their efforts several managed to sneak past and bombard the Autobots or the townsfolk with questions. The phone lines were still down, but Lightning was sure that had they remained operational every phone in town would be ringing off the hook. He wasn't exactly looking forward to Harv's inevitable call, nor did he really want to talk to the press right now.

At the moment, though, he faced an encounter he dreaded far more than either his agent or a reporter. He knew he had to do this, had to finish this and get some closure for himself, but that didn't mean he had to like it.

The chain-link fence of the impound yard glowed with energy, a fortification Perceptor had provided in order to keep Cybertronians contained as well as Earth vehicles. Inside the enclosure, the Delinquent Road Hazards huddled in a far corner in their car modes as if for warmth, muttering and shifting restlessly in their sleep. Chick brooded morosely in the opposite corner, twitching his right front wheel as if hoping to dislodge the parking boot he wore, not noticing Lightning's presence right away. There was no sign of any other prisoners - either Hook, Scrapper, and Mixmaster had escaped already or they were still in the repair bay under guard. Either was possible, Lightning supposed.

He debated talking to Chick in his robot mode, figuring that he owed the Buick some intimidation, but finally he simply reverted to his car mode before pulling up to the fence. The grinding of his transformation gears snapped Chick out of his funk, and he turned to glower at Lightning.

The scarlet racer had no idea how to begin the conversation, but he settled for a simple "Chick."

"Lightning." It was a flat statement, a little cold but lacking the acid he'd been expecting.

The two racers stared at each other for a long moment, until Chick finally broke the silence. "Come to gloat, Rookie?"

"I just wanted to know why," Lightning said softly, focusing on keeping his voice level. "Why you did it."

"So you and your girlfriend kicking my tailpipe wasn't enough for you," Chick growled. "You had to come back and rub my grill in it for good measure. You've already ruined my life, rookie, what more do you want?"

Lightning sighed. "I just want to put this all behind me. I want to marry Sally, get this town fixed up, find out if the Piston Cup officials will still let me race, and move on with my life. But before I can do that, I have to know why you did it."

Chick snorted. "Ain't it obvious? If it wasn't for you I'd still have a shot at a Piston Cup..."

"Not that," Lightning corrected. "Why did you help Sally escape the Nemesis?"

That caught Chick off guard, and for a moment he just stared at Lightning with his mouth open. The red racer waited quietly, letting the hum of the energy field fill the silence for him.

"I dunno," Chick muttered at last. "Just... she didn't have any part in the whole mess, so why should she have to suffer? I mean, I know I'm the one who nabbed her in the first place, but that was just to keep the Autobots off my tail, y'know? I thought we'd hold her for ransom or something. How was I supposed to know Megatron wanted to make her a freak too? And he planned to brainwash her on top of that... I just figured she shouldn't have to pay for someone else's mistakes."

_For your mistakes, _Lightning thought darkly, but decided voicing that would be counterproductive. "Sally thanks you for that... and she's talked to Prime about it. She thinks maybe she can convince him to give you a lighter sentence."

Chick snorted. "What, giving me a life sentence instead of a trip to the trash compactor? I'm a Decepticon. Ain't no way they're going to go easy on me."

"You're not a Decepticon," Lightning replied. "Sure, you worked for Megatron, but you're away from his influence now. You don't have to stay his soldier now. Maybe, if you can prove you've changed, the Autobots can find a place for you." He pulled up a little closer to the fence. "The first time I ended up in Radiator Springs, I ended up learning something important - that sometimes when we end up lost in our lives, we end up finding something more valuable."

Chick frowned. "I don't follow."

"You got lost for awhile," Lightning explained, "following Megatron and getting involved with the Decepticons. But maybe it's taught you a few things. Be careful who you cut a deal with, if nothing else. And maybe, instead of returning to that old path, you can start on a new one. Make a new car of yourself." He pulled back. "I gotta run here... good luck with everything."

"Whatever." Chick turned around to face the corner. If any of what Lightning said sunk in, he gave no sign of it.

Lightning sighed and pulled away, heading back to the shelter of the Wheel Well. Sally and Sheriff were waiting on the main road for him, both in their vehicle forms, and he paused to talk to them.

"I thought maybe he'd come around," he said quietly.

"He's got to make the decision to change for himself, Stickers," Sally told him. "You can't force it. But I think there's still some hope for him."

Sheriff snorted. "Him and those DRH are rotten to the core. I say find a prison strong enough to hold 'em for life..."

"Isn't that what Doc wanted when I first came into town?" asked Lightning. "If I can change, can't Chick?"

"You weren't half as nasty as that Chick fellow," Sheriff grumbled.

"Still, there's got to be some way to rehabilitate him," Sally countered. "We can't give up hope."

Sheriff didn't reply, just pulled up to resume his guard post. "Get on, you two. See you in the morning."

"Take care, Sherrif," Lightning replied, and drove off, Sally at his side.

* * *

"Why does it seem I miss everything exciting that happens to you?"

"Exciting isn't exactly the word I would use, Mack," Lightning replied. "Besides, I'd count yourself lucky you weren't around to see me get pulverized or the town leveled..."

"Hey, I could have helped!" Mack protested. "Would have made a decent Autobot... a little Prime-ish looking maybe..."

"You can help now by not gettin' too close!" Ramone barked, glaring at the truck. "His paint's still wet!"

Mack backed away warily, though he kept up an animated stream of chatter nonetheless. The truck had just pulled into town that morning, and was rather put out that a family emergency had kept him away from the recent events. Lightning was just glad Mack hadn't been around to get hurt or traumatized by the Decepticon attacks, though at least he'd been in time for the wedding. Now he took a minute to get Mack caught up on recent events before going out into the Wheel Well's banquet hall to take his place in the wedding ceremony.

"So just counting down the minutes now, Lightning," Mack grinned. "Nervous?"

"A little," Lightning lied. In all honesty, he felt more jumpy than a rookie at the starting line of his first big race. "Don't worry, this is nothing compared to facing down Megatron. I'll be fine."

"You'll be great!" Mack assured him. "I'm just glad I could get back in time to see the best day of your life! Maybe the Decepticons coming was a good thing, eh? It delayed the wedding long enough for me to make it... uh-oh."

"Uh-oh what?"

"Someone's callin' the phone in my trailer. Should I let it hit voice mail?"

"No, I'll take it." Lightning had a sinking feeling that he knew exactly who was on the other end of the call, but he figured he might as well get this over with. He drove around to Mack's open trailer and pulled inside, activating the speaker phone. "Hello?"

"Chrysler in a cup, McQueen!"

"Hello, Harv," he replied, completely unenthusiastic.

"Why didn't you tell me you've been hanging out with giant alien robots from outer space all this time? This is gold, McQueen, pure gold! And they've made you one of them, I hear? If this doesn't kick your career into high gear, I dunno what will..."

"My career's just fine, Harv."

"Hey, there's no such thing as too much publicity, eh McQueen?" Harv chuckled. "Listen, my phone's been ringing off the hook since the President and that Optimist Fine guy made their announcement. The movie people wanna get started right away! They even have a script outline for you to look at! And they're signing on Van Diesel to play you, that oughta draw a crowd..."

"Harv, I'm getting married in five minutes," Lightning informed him sharply. "So give me the condensed version of whatever you have to say."

"Okay, Hotshot, so here's the deal - movie deal, book deal, and I've got a pack of reporters calling me from outside that blockade you've got set up around the town saying they can't get in and some dinosaur robots are giving 'em the stink-eye or something. If you could just sweet-talk that Fine guy..."

"Prime. Optimus Prime."

"Whatever, just get him to let them through."

"No, Harv. Sally and I want this to be a private affair - no reporters, no cameras, nothing. Your reporters are just going to have to sit tight or go home."

"Look, kid, you're missing the point here," Harv complained. "I get that this is a special day for you and all, but you don't just belong to yourself, you hear? You belong to the fans too, and you owe them something. And shutting the reporters out of your wedding and saying no to the movie deal are just plain selfish."

For a moment Lightning just glared at the phone, stunned and outraged that Harv would pull this stunt. He struggled to get his temper under control before speaking again. "You're fired, Harv."

"Great, just great, I'll let the studio know... wait, what?"

"You're fired," Lightning repeated. "Once we're back from our honeymoon I'm finding an agent who knows how to take no for an answer."

"You can't fire me!" Harv protested angrily. "We have a contract!"

"Not anymore we don't," Lightning replied. "Now if you'll excuse me, I have a wedding to attend."

"You'll be hearing from my lawyer, Lightning McQueen-" Harv began to rant, but Lightning hung up on him.

"Well, that went well," Mack noted as the scarlet racer backed out of the trailer.

"I should have done that a LONG time ago," Lightning admitted. "Guess it took getting arms and legs to give me the bolts to do it." He turned to Ramone and struck a little pose. "How do I look?"

"Same way everyone looks after I get done with 'em - fantastic," Ramone grinned. "Just don't scuff the paint, man, that's metal flake. Stuff's expensive."

"Gotcha," Lightning replied. "Well... let's do this."

"Break an axle!" Mack told him, then drove off to join the audience.

Lightning took a deep breath, then drove out to take his place in the ceremony.

Since Lightning and Sally shared many of the same friends, the audience wasn't strictly divided between the bride's family and acquaintances and the groom's. Rather, cars of all makes and models mingled freely, chatting quietly in the final moments before the ceremony began - sleek race cars, battered but cheerful Rust-Eez team members, Sally's relatives (who looked just a little uncomfortable with the mixed company but said nothing), the townscars... and of course the Autobots, scattered through the crowd in their vehicle forms and introducing themselves to whoever they parked by. Even the President was in attendance as promised, flanked by security vehicles, enjoying a conversation with Prime from the look of things.

As soon as Lightning had pulled up beside Doc Hudson at the head of the crowd, Doc nodded and signaled with a tire. Blaster caught his cue, and the banquet room of the Wheel Well filled with the majestic strains of the wedding march.

Leading the wedding procession was a rather unlikely pair - a young pastel-green Mini Cooper bedecked with flowers, and Mater, the latter wearing a tie-plate where his license normally hung and carrying a cushion in his truck bed bearing the gold-plated lugnuts. Mater wore a grin of pure pleasure as he made his way down the aisle, swinging his tow line merrily. The Cooper, a niece of Sally's if Lightning remembered correctly, wore a pasted-on expression of seriousness that kept threatening to crack into a giggling smile.

Behind Mater and the flower girl came Hot Rod, his best man, and Flo, Sally's matron of honor. Hot Rod had been waxed to a high gloss for the occasion, while Flo's sea-green paint had been highlighted with darker blues to better match the wedding colors. No doubt Tracks and Ramone had a tire in readying cars for the wedding - indeed, the Corvette and Impala positively beamed as they watched the procession.

The final members of the procession drove slowly down the aisle in Hot Rod and Flo's wake - a slate-gray Porsche with a proud smile on his bumper... and Sally.

Lightning felt a lump building up in his fuel intake as he watched his bride approach. She had exchanged her normal silver-blue paint job for a sparkling bridal white, and a gauzy veil covered her windshield and roof and trailed behind her. Her eyes sparkled with emotion as she made her way down the aisle, finally pulling up to face him. Her father gave her a peck on the cheek before turning to join the guests.

"You're beautiful, Sally," Lightning murmured.

"You've been saying that all day," Sally chuckled.

"It's true now as it ever was," he replied.

Doc cleared his fuel pump noisily to silence them. "We are gathered here today to witness the union of Lightning McQueen and Sally Carrera, to see them joined in holy matrimony before these witnesses, and before the Great Manufacturer, for time and all eternity..."

Springer, parked in the front row, gave a pointedly loud yawn, and Brawn muttered "Get on with it already" before Lizzie slapped his rear bumper with a tire to shut him up.

"Are we done?" Doc asked sternly, glaring at the two Autobots. "Good, moving on."

"'Scuse me for finding this tedious," grumbled Springer, but settled down and pasted on a look of long-suffering patience. Prowl glowered at the triple-changer, but seeing as Springer had his back toward the Datsun the effect was rather lost.

Lightning just clamped his lips shut in a valiant attempt to keep from laughing. Sally made a show of rolling her eyes at him, but she wore a smile nonetheless. He smiled in return, feeling as if nothing could ruin this moment - not the antics of the Autobots or the townscars, not even a Decepticon attack. Not even winning that first Piston Cup had felt as good as this, as being united with the love of his life...

"Lightning!"

He jumped, turning to face Doc. "What?"

"I asked if you take Sally Carrera to be your lawfully wedded wife, for better or worse, richer or poorer, in sickness and in health, as long as you both function," Doc repeated, frowning. "Pay some attention at your own wedding."

"Uh, sorry... yes, yes, I do."

"And Sally?" asked Doc. "Do you take Lightning McQueen to be your lawfully wedded husband, for better or worse, for richer or poorer, in sickness and in health, as long as you both function?"

"I..." she began.

A splitting roar drowned out the rest of her reply. All attention moved away from the ceremony and toward the door, and speculative murmurs rose from the crowd.

"Fraggit, we ain't under attack again, are we?" demanded Ironhide.

"Doesn't sound like Decepticons," Flo noted. "More like an animal..."

Screams filled the room as the doors slammed open, admitting an orange-plated mech the size of Grimlock into the banquet hall. Broad-shouldered and bulky, with wicked-looking blades on his forearms and a helm crowned with a pair of hooked horns, he swept the room with a fearsome, amber-opticed glower before belting out another horrific roar. Then he stormed into the room, sending cars scattering in his wake. Immediately the Autobots began transforming, drawing weapons and surging forward to stop the rampaging mech, and the President's security detail pulled forward and opened fire, though their shots pinged rather harmlessly off the attacker's armor.

"Chrysler above, what is THAT?" demanded Doc, abruptly transforming and yanking his shotgun out of subspace.

"I dunno, but it ain't friendly," Lightning replied, and he too transformed. "Sally, get behind us!"

"I don't think so, Stickers," she retorted, assuming her own robot form and moving to stand between Doc and Lightning. "I'm not some fragile female, I can kick a little aft too."

"Autobots, evacuate the room!" Prime barked, belting out orders even as he was in the middle of transforming. "Shoot to disable or subdue!"

"Disable or subdue?" repeated Ultra Magnus incredulously. "It's a Decepticon, Prime!"

"It's Frank," Prime replied shortly.

Lightning's jaw dropped. Had he heard the Autobot leader correctly?

"That's Frank?" Mater repeated, peeking out from behind Prime's legs to stare at the orange mech who was currently upending tables right and left.

"Frank saved my life during the battle," Prime explained, "and nearly died because of it. I could not in good conscience leave him to die, so I ordered our medics to do everything possible to save his life. They must have decided the only way to save him was to do the same for him as was done for Lightning and Lizzie."

"Nice of you to be all altruistic on us," Doc snapped, "but did you think about what the scrap we were going to do with him after you made him an Autobot?"

Before Prime could answer, Grimlock acted. The Dinobot commander had been lurking in a corner with the rest of his team, but now he stormed forward, sword drawn, to confront the deranged tractor. Frank swiveled about to face Grimlock, each intake and output of air a savage snarl, and he delivered a powerful bellow right in the T-rex's face. Grimlock didn't even hesitate - he transformed, opened his metallic jaws, and roared right back. Frank shook his head and bellowed back in response. For what seemed like an eternity both steel titans continued the screaming match, the entire room vibrating with the force of their cries. Lightning kept his gun out, certain that the noise was only going to end in a messy fistfight or worse.

Then as suddenly as it began, it ended. Frank abruptly shut up and sat down heavily on a table, not seeming to notice that it collapsed immediately under his weight. Grimlock uttered a series of growls and snorts that sounded almost like he was trying to hold a conversation, and the tractor huffed and nodded as if in reply. Satisfied, Grimlock transformed to his robot mode and nodded sharply in Prime's direction.

"Him Frank behave," Grimlock told him smugly. "Him answer to me Grimlock from now on. Us Dinobots handle him from here."

"Are you sure?" asked Prowl, looking Frank up and down doubtfully. The tractor shot him a glare, but a warning growl from Grimlock cowed him.

"Me Grimlock sure."

Lightning felt rather than heard an internal alarm of some kind activate, and he realized he'd been holding his cooling fans out of worry. He reactivated them, gasping, relief flooding his systems. For the second time that he could remember, Grimlock had proven to be one of the few mechanisms who could keep Frank under control. Granted, it would have been nice had he managed to control him before Frank had laid waste to the banquet hall...

"Disaster just seems to follow you around, rookie," Doc noted dryly, surveying the damage.

"What a mess," Sally sighed. "So much for the reception."

"What about the wedding?" asked Lightning. "We didn't even get a chance to finish it."

"Who says you didn't?" Doc asked. "You both said 'I do,' right?"

"Um... I know I did," Lightning replied, puzzled.

"So did I, right before Frank showed up," Sally added.

"Then by the power vested in me by the state of Arizona, I pronounce you both husband and wife," Doc responded. "Lightning, kiss her so we can go help get this mess cleaned up." He gave a resigned chuckle. "I knew having Autobots at this wedding was going to complicate things..." And he stalked off.

Lightning watched him go. "Um... that was quick." He turned back to Sally, suddenly feeling guilty. "I'm sorry. I wanted this to be a special day for you, and it ended up ruined..."

Sally interrupted him by planting a firm kiss directly on his mouth. Whatever Lightning had to say next was instantly lost as his processor went on the blink, leaving him completely speechless when she pulled away.

"Lightning, it was the best day of my life," she told him, grinning widely. "I'm surrounded by friends and family, and I'm side by side with the car I love. What more could I ask for?" She lightly kissed his cheek. "Now... let's go get things cleaned up so we can have something passing for a reception before we leave on our honeymoon."

"Okay." What more could he say than that? For she had a point - in the end, regardless of what else happened, the important thing was that they had those they loved and cared for close by. Next to that, not much else mattered.


	12. Epilogue

**Epilogue**

If one were to take the freeway through this desolate corner of Arizona, some fifty miles or so from Flagstaff, they might find a strange beauty to the stark landscape. Dry and dusty and spotted with patches of tangled sagebrush, it nonetheless boasted magnificent cliffs and bluffs and stone formations that seemed all the more alien for gracing this seeming wasteland. They might spot the occasional house or tiny, dust-covered town far in the distance, and wonder who would want to live out here, so far removed from the rest of the world.

Among the many road signs that lined the freeway, one in particular would stand out if one was paying attention - an exit helpfully labeled "Route 66." The sign would point to a meandering stretch of road that curved and moved with the land rather than slicing through it, a legendary pathway to the west. Beneath that sign stood another notice - "Radiator Springs," one of the myriad small towns that dotted the near-empty landscape.

And before one could question too much just what made this small town so special, they'd see the far newer, far more intriguing sign posted below THAT sign - one marked with a symbol resembling a scowling mechanical face, and the bold words "Autobot Base of Operations."

Lightning felt a surge of pride rush through his systems as he read that. Radiator Springs was back on the map at last... and the Autobots had a new home.

"Rod, here's our exit," he told the Firebird.

"I can read, Lightning," Hot Rod teased, following Lightning as he pulled off the freeway and made his way toward Route 66. "Think anything's happened while we've been gone?"

"Nah, they'd have radioed us if anything major had gone down," Lightning replied. "Most that's probably happened is Mater and the twins getting Frank riled up and Frank tearing a few fences down."

"You say that like it's an everyday occurrence," Hot Rod pointed out.

"Just about."

Hot Rod laughed, and the two of them followed the curves of the road as they made their way home. Neither had much else to say, which gave Lightning a little time to reflect. A year had passed since the terrible battle at Radiator Springs and the Autobots' unmasking to the rest of the world. Much had changed in that time... and yet much had also remained the same.

One last rise, and the town itself came into view, a sight that further filled Lightning with a swell of pride. In the year since Megatron's attack, the town had not only returned to its original glory, it had markedly improved. Thanks to the Autobots' help they had managed to reconstruct many of the original buildings - Fillmore's store, Sarge's surplus shack, Guido's tire boutique, Ramone's body shop, the V8 cafe, the Kozy Kone motel, Lizzie's antique shop, Doc's clinic, the fire station and courthouse, and even Mater's towing yard. Everything looked pristine and new for the first time in years - even the road had been freshly repaired and resurfaced. And just a few minute's drive from the main drag, the Autobot Base was clearly visible, a sprawling orange-and-silver collection of buildings that gleamed in the summer sun.

Red Alert had complained at length about having the Autobot Base out in the open like this, insisting that it just made a convenient target and that it would make a lot more sense to have it underground. But Doc had suggested that having the base made visible to the public would make the Autobots more accessible to the vehicles of Earth, while hiding it would give the impression that they were aloof and unwilling to mingle. In the end, Prime had sided with Doc, much to the security officer's chagrin... but Red Alert hadn't pressed the subject too much, though that was possibly because he moved on to another "security threat" to nitpick.

Speaking of security threats... was that a crater just outside the Wheel Well? Perhaps something HAD gone down while he and Hot Rod had been gone. The blast didn't look fresh, though, and there was no damage to the hotel itself, so whatever had happened must not have been TOO serious, or at least not serious enough to warrant calling the two racers back from their meeting with the Piston Cup officials.

On their way into town they passed the tractor field, fresh tire tracks marking where some enterprising car or Autobot had recently been hassling Frank's herd. The tractors still looked a little skittish, edging away from the fence as Lightning and Hot Rod drove past. Frank, crouched near the fence in his mech form, gave the two of them a warning glare as if daring them to try anything.

"Thought the Dinobots were taking Frank in," Lightning wondered.

"Eh, Grimlock says he insists on staying with his herd," Hot Rod replied. "Being turned into an Autobot doesn't mean one changes overnight. You know that."

"True."

Both Sarge's hut and Fillmore's dome were empty as the two drove past, both with CLOSED signs hanging over the doors. That wasn't too surprising. Both cars worked two jobs now - in addition to running their businesses, Fillmore helped Ratchet and Wheeljack out in the medbay and labs as needed, and Sarge filled in as a drill instructor whenever Kup couldn't do so or needed a break. That had forced the Jeep and the VW to shuffle their store schedules around to accommodate their new duties, but neither really complained. With Radiator Springs becoming more of a tourist draw than ever, it wasn't as if their business had dropped that much.

More signs of Autobots and cars working together could be seen the longer one looked, and the sight made Lightning smile broadly. Sideswipe and Jazz helped Guido arrange tires in front of Luigi's store, while Luigi himself bickered in Italian with Sunstreaker. Ironhide, Chromia, and Kup visited with Lizzie at the V8, where Bumblebee and Beachcomber helped Flo serve drinks. Inferno and Red were washing down the side of the courthouse, Prime and Doc cruised down the main street as they surveyed the town, and Slag and Sludge looked on in fascination as Ramone worked on Swoop's paint, patterning the mechanical Pterodactyl's wings with bright flame patterns.

Lightning wished General Irons could view the scene. How could anyone believe that having the Autobots come out of hiding was a bad idea after seeing this?

Finally Lightning reached his destination, and he pulled up to the motel with a weary but eager smile. Sally was with a customer at the moment, a tired-looking yellow Camaro with a young orange car at her side, and he hung back and waited his turn.

"Welcome to Radiator Springs," Sally was telling the customer. "I'm Sally McQueen, manager of the Kozy Kone Motel. Would you like a room for the night?"

"No thank you, but a map would be helpful," the Camaro replied. "And maybe something to drink. Maggie-May Girder, by the way, but just call me Maggie."

Lightning recognized the name with a bit of a start, but he decided it would be best not to comment - Maggie wouldn't have had ties with Chick for a long time now, and she'd had no involvement in the kidnapping and subsequent battle. Besides, it wouldn't be polite or kind to reopen old wounds for her, when she was obviously trying to start her life fresh.

"The V8 Diner is just down the street, ma'am," Sally offered. "As for that map, sit tight and I'll get it for you. You come a long way?"

"From Oklahoma," she replied. "Looking for a place for myself and my son." She nodded at the little car, who was staring wide-eyed at the collection of giant cones that made up the establishment. "I heard this was a nice town for raising kids, so long as one didn't mind the giant robot company."

"You heard right. The Autobots are good vehicles, the town's got a low crime rate, and we even have a decent school system so long as you don't mind that it's small. And the view is fantastic." She found a map and offered it to Maggie with her antenna. "We hope you feel right at home here," she said in conclusion

"I already do, ma'am." She smiled. "You've been more than kind. Thank you..."

"Whoa!" the young car suddenly gushed. "Look Mom, look, it's the giant robots!" He pointed at Lightning and Hot Rod with a tire.

"Travis, be polite," Maggie chided. "They're just normal cars..."

"But Mo-om! They've got Autobot symbols and everything!"

Lightning laughed. "Well, we can be giant robots if you'd like us to be." And before Sally or Maggie could say anything, he'd unfolded himself into his robot mode, crouching so as not to hit his head on the ceiling. "This better?"

"Awesome!" Travis declared. "Hey, you're Lightning McQueen too! Can I get your autograph?"

"Sure thing," he replied, taking the proffered notepad the young car offered.

"Lightning?" repeated Maggie. "You're THE Lightning McQueen?"

"The one and only," Lighnting replied as he jotted down a quick note for Travis and handed the notepad back.

"Thank Primus," Hot Rod teased.

"Hey," Lighning protested, turning to glare at the Firebird. Hot Rod flashed him an unrepentant grin.

Maggie opened and shut her mouth a few times, as if trying to find the words. "Lightning... I just wanted to say I'm sorry. I heard about what Chick did to you, and..."

Lightning raised a hand to cut her off. "Don't worry at all about it, ma'am. It's not your fault. Chick made his own choices, that's all."

She sighed in relief. "I almost hate to ask... but what happened to Chick? He's just sort of vanished, and even the press has quit talking about him..."

"He became a Decepticon, ma'am," Hot Rod replied. "And at the moment, he and a few other cars who decided to join Megatron's forces are in a high-security correctional facility under Autobot guard. The government's still trying to decide whether to put him on trial here or let Cybertron handle it - since he's an Earth car but a Decepticon soldier, there's a lot of legal muck that has to be sorted through before we can get things resolved."

"Oh." Maggie's eyes widened at that. "Well... at least he can't hurt anyone anymore."

Hot Rod sensed it was time to change the subject. "Ma'am, why don't I show you around town? You could get a feel for what's here, and we might even find a home for sale that'll suit your needs."

"That would be great," Maggie replied with a smile. "You're a gentleman, Mr..."

"Hot Rod," he replied. "Or, if you'd rather, Rod Witwicky."

"You're a gentleman, Mr. Witwicky," she repeated, and she followed the Firebird out. Travis gave Lightning one more enthusiastic grin before following.

Once they were gone, Lightning sighed and transformed back to his vehicle mode. "So... did I miss anything?"

"Nothing much," Sally replied. "A couple of Seekers came by and took shots at the Wheel Well, but Mater and Tracks handled things pretty well."

"Mater... and... Tracks." Lightning couldn't think of two more vastly different vehicles, nor how they could conspire to team up against an attack.

"Oh, Mater found out that Tracks has modifications that allow him to fly and begged Ratchet to outfit him with some," Sally explained. "They were out on a test flight when Skywarp and Ramjet showed up. I guess by the time backup got there Mater already had Skywarp tied up in his tow line."

Lightning laughed. "Wow... I wish I could have seen that."

Sally smiled. "How did the meeting go? What did the Cup officials decide about you and Rod competing?"

"A lot better than I was expecting," Lightning replied. "I guess it kind of helped that Rod had already been racing undercover for awhile, so they know that Autobots don't have an unfair advantage over regular cars out on the racetrack. They should have a final decision about whether we're still fit to compete before the season starts... but I'm pretty confident that they'll say yes."

"And even if they say no, I'm sure you'll find a way to race regardless."

"Hey, I'm Lightning McQueen," Lightning laughed. "I am speed, remember? Nothing can stop this much horsepower!"

She laughed. "Oh, Lightning... you haven't changed as much as you like to think you have."

"The more things change, the more they stay the same?" His smile faded as that statement called another mech to mind. "So... has Prime said anything else about Chick? What's going to happen to him?"

Sally sighed. "The government still wants to put him on trial. And the Autobot Council wants him court-martialed and held in one of their prisons rather than this world's. At this rate, Chick'll be rusted in his cell by the time they decide what to do with him."

"Has he said anything about wanting to change? To maybe join our side?"

"If he has, I haven't heard about it. But you know Prime as well as I do. If Chick said he wanted to be rehabilitated and work with the Autobots, Prime would accept that in an engine stroke. That hasn't happened as far as I know, though."

Lightning sighed. "I guess I just hoped there was still some good in him."

"There is," she assured him. "I don't know if he believes it yet, though. Give him time."

From outside the Kozy Kone came a chorus of gleeful howls and shouts, then a terrified cry of "Look out!" and a squeal of brakes. An ominous BOOM followed immediately after, accompanied by what could best be described as a rubber avalanche.

"My tire tower!"

"Oh frag, Luigi's ticked! Run!"

Lightning looked out the window just in time to see a few tires roll down the road. Seconds later Mater tore past, driving backwards and a grin of pure pleasure on his front bumper. Bluestreak and Springer were close behind, the former wearing a look of terror, the latter looking more annoyed than scared. Finishing off the unlikely procession were Sherrif and Prowl, sirens blaring as they pursued the troublemakers.

"The more things change the more they stay the same indeed," Sally noted.

"I'll go rescue him," Lightning volunteered.

"Be back soon," Sally told him. "Dinner at the Wheel Well tonight, remember?"

"How could I forget, babe?" he replied, and he kissed her on the fender before pulling out of the office and down the road.

It was good to be home.

**Author's Note**

I usually refrain from doing sequels to stories unless I come up with a decent idea for them, and think I can pull it off well. Sequels to anything, be they fanfiction or blockbuster movies, present a whole slew of challenges for the creators, not the least of which is making the sequel live up to the original without being a rehash of events. Sometimes sequels work (see _The Empire Strikes Back_) and sometimes they... don't (see _Highlander 2... _on second thought, DON'T see it, trust me).

I originally felt that _The Unexpected Rookie _didn't need a sequel, especially given that it was sort of a sequel itself - it was written before I knew they were making a _Cars 2, _so it was my unofficial "sequel" to the movie I'd enjoyed so much. But as time went by I realized a lot more fun could be had with the concept of talking Earth vehicles and Autobots interacting, and I even wondered what I'm sure many others wondered - what if the cars of Radiator Springs were Autobots?

Turning the cars of _Cars _into Transformers isn't exactly an original concept, but I figured I'd give it my own spin anyhow. Here's hoping I didn't do TOO bad a job at continuing the story.

Most of this story was written before I'd had a chance to see _Cars 2, _so consider this an AU universe where _Cars 2 _didn't happen. No idea whether the 1986 movie happens in this universe... you be the judge of that.

Magdeline "Maggie-May" Girder and her son, Travis, are my own creations - don't ask me how cars have kids, but they've shown "children" in the _Cars _movies before, so I don't feel like I'm stepping on canon there. All other characters belong to Hasbro and Pixar.

No, there WON'T be a sequel to this. I figure writing a third installment in this series will be the equivalent of beating a dead horse, and I'm sure the reader can decide for themselves what ultimately becomes of Chick Hicks. I left his ending open for possible redemption, though - there's good in everyone, even the nastiest of racers, if they only stop to recognize it.

Thank you for reading.


End file.
